We are requesting that our stockholders approve, on an advisory basis, the frequency of future advisory votes on the compensation of our Named Executive Officers to be on an annual basis. We believe that an advisory vote every year is the most appropriate frequency because it allows the Company to obtain consistent feedback from its stockholders on the Company’s executive compensation philosophy, policies, and practices. In addition, the Board believes that a one-year frequency provides the highest level of accountability and communication by enabling the advisory vote on executive compensation to correspond with the most recent executive compensation information presented in the Company’s proxy statement for the annual meeting. Finally, the Board believes an annual advisory vote on executive compensation is a good corporate governance practice and is in the best interests of the Company’s stockholders. | | |
PROPOSAL 4 | Ratification of the Appointment of Independent Registered Public Accounting Firm | We are requesting that our stockholders ratify the appointment of Ernst & Young AB as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Fees paid to our independent registered public accounting firm over the past two years were as follows: | Type of Fees (Dollars in millions) | 2022 | 2021 | | Audit Fees | $8.170 | $7.630 | | Audit-Related Fees | $0.233 | $0.231 | | Tax Fees | $0.057 | $0.141 | | All Other Fees | $0.014 | $0.015 | | Total | $8.474 | $8.017 |
Ratification of Independent Registered Public Accounting Firm AppointmentAutoliv | | 10 | | 2023 Proxy Statement |
Information Concerning Voting and Solicitation |
We are requesting that our stockholders ratify the appointment of Ernst & Young AB as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Fees paid to our independent registered public accounting firm over the past two years were as follows:
| | | | | | | | | Type of Fees (Dollars in millions) | | 2019 | | | 2018 | | | | | Audit Fees | | $ | 8.263 | | | $ | 9.117 | | Audit-Related Fees | | $ | 0.179 | | | $ | 6.833 | | Tax Fees | | $ | 0.203 | | | $ | 0.257 | | All Other Fees | | $ | 0.008 | | | $ | 0.007 | | Total | | $ | 8.653 | | | $ | 16.214 | |
AUTOLIV, INC.
Box 70381SE-107 24
Stockholm, Sweden
PROXY STATEMENT
INFORMATION CONCERNING VOTING AND SOLICITATION
Availability of Proxy Materials on the Internet Our Board of Directors (the “Board”) made this Proxy Statement and the Company’s Annual and Sustainability Report for the fiscal year ended December 31, 20192022 available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our Annual Meeting of Stockholders, to be held in-person and virtually via webcast on Thursday, May 7, 202011, 2023 commencing at 1:2:00 p.m. local time at The Westin Book Cadillac Detroit Hotel, 1114 Washington Blvd., Detroit, Michigan, 48226 USAEastern Time and at any adjournment thereof (the “2020“2023 Annual Meeting” or the “Annual Meeting”).
General The date of this Proxy Statement is March 27, 2020,23, 2023, the approximate date on which this Proxy Statement and proxy card are first being mailed and made available on the Internet to stockholders entitled to vote at the Annual Meeting. The Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20192022 was publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2020.16, 2023.
Who Can Vote You are entitled to vote at the Annual Meeting if you were a stockholder of record of our common stock as of the close of business on March 11, 202015, 2023 (the “Record Date”). Each stockholder is entitled to one vote for each share of our common stock held on the Record Date. Our stockholders do not have cumulative voting rights.
Shares Outstanding and Quorum At the close of business on the Record Date, 87,315,51285,829,656 shares of our common stock were outstanding and entitled to vote and no shares of our preferred stock were outstanding. A majority of our common stock outstanding on the Record Date, present in personin-person or virtually or represented by proxy, will constitute a quorum at the Annual Meeting.
How to Vote If you are a stockholder of record, you may vote by proxy on the Internet or by telephone by following the instructions provided in the Notice of Internet Availability of Proxy Materials sent to you. If you requested printed copies of the proxy materials by mail, or have a printed proxy card, you may also vote by filling out the proxy card and returning it in the envelope provided. You may also vote in personin-person or electronically at the Annual Meeting. If you are a beneficial owner of shares held in “street name,” please refer to the instructions provided by your bank, broker, or other nominee for voting your shares. If you wish to vote in personin-person or electronically at the Annual Meeting, you must obtain a valid proxy from the organization that holds your shares and have proof of ownership of shares of our common stock as of the Record Date.
How Your Shares Will Be Voted If you properly complete your proxy card and send it to the Company prior to the vote at the Annual Meeting, or submit your proxy electronically by Internet or by telephone before voting closes, your proxy (one of - 1 -
the individuals named in the proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board: (i) to elect the director nominees listed in “Election of Directors,” (ii) to approve the compensation of the Company’s named executive officers, (iii) to approve the frequency of the executive compensation advisory vote, and (iii)(iv) for the ratification of the appointment of Ernst & Young AB as the Company’s independent registered public accounting firm for the 20202023 fiscal year.
Voting on Matters Not in Proxy Statement The deadlines have passed for stockholders to (i) nominate directors for election to the Board and (ii) for other stockholder proposals to be brought before the Annual Meeting. Thus, only the Company may (i) substitute director nominees or (ii) bring other business before the Annual Meeting. The Company does not plan to substitute any director nominee, and the Company does not intend to raise any matter other than those described in this Proxy Statement at the Annual Meeting. | Autoliv | | 11 | | 2023 Proxy Statement |
However, administrative and similar matters can arise at any annual meeting. To address such unforeseen matters, your proxy may exercise his or her discretion and authority to vote on such matters incidental to the conduct of the Annual Meeting only. Note that this authority is limited by applicable law, the proxy rules of the SEC, and the listing rules of the New York Stock Exchange (the “NYSE”).
Revoking Proxies or Changing Your Vote You may revoke your proxy and change your vote before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Annual Meeting in person or virtually and voting in person.person or electronically. However, your attendance at the Annual Meeting either in-person or virtually will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to Autoliv at its mailing address prior to the Annual Meeting.
Voting Rights of Holders of SDRs Holders of Autoliv’s Swedish Depository Receipts (“SDRs”) are entitled to vote the shares of common stock of the Company underlying their SDRs at the 20202023 Annual Meeting as if they directly held the common stock of the Company. Therefore, each holder of SDRs is entitled to one vote for each share of common stock underlying each SDR held on the Record Date. To have their votes counted at the 20202023 Annual Meeting, SDR holders must give instructions as to the exercise of their voting rights by proxy or attend the Annual Meeting either in-person or virtually and represent their shares of common stock of the Company underlying the SDRs at the Annual Meeting in person.Meeting.
Non-Voting Shares, Abstentions and Broker“Non-Votes” “Non-Votes” Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions to a proposal, and broker“non-votes” “non-votes” will be counted as present for purposes of determining a quorum. A broker“non-vote” “non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. Brokers do not have discretionary authority to vote on Proposals 1, 2, and 23 set forth below. Brokers generally have discretionary authority to vote on Proposal 34 set forth below.
Vote Required to Approve Each Proposal at the Annual Meeting The following summary describes the vote required to approve each of the proposals at the Annual Meeting. | PROPOSAL 1 | Proposal 1: | Directors will be elected by a plurality of the votes of the shares present or represented by proxycast at the Annual Meeting and entitled to vote thereat.Meeting. However, pursuant to the Autoliv, Inc. Corporate Governance Guidelines, if a director nominee in an uncontested election fails to receive |
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| the approval of a majority of the votes cast on his or her election by the stockholders, the nominee shall promptly offer his or her resignation to the Board for consideration. A committee consisting of the Board’s independent directors (which will exclude any director who is required to offer his or her resignation) shall consider all relevant factors and decide on behalf of the Board the action to be taken with respect to such offered resignation and will determine whether to accept or reject the resignation. The Company will publicly disclose the Board’s decision regarding any resignation offered under these circumstances with an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation. Abstentions and brokernon-votes will have no effect on the election of directors. |
| PROPOSAL 2 | Proposal 2: | Thenon-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as a vote against the proposal. Brokernon-votes will have no effect in determining the outcome of the proposal. |
| Autoliv | | Proposal 3:12 | | 2023 Proxy Statement |
| PROPOSAL 3 | The non-binding advisory vote on the frequency with which stockholders will vote upon a non-binding resolution to approve the compensation of the Company’s named executive officers in future years requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereat. The frequency option that receives the most affirmative votes is the one that will be deemed approved by the stockholders. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect in determining the outcome of the proposal. | | PROPOSAL 4 | The ratification of the selectionappointment of Ernst & Young AB as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20202023 requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as a vote against the ratification. Although brokers have discretionary authority to vote on the ratification, if a broker submits anon-vote, it will not be counted for purposes of the ratification but will be counted for the purposes of establishing a quorum. |
Any other proposal brought before the Annual Meeting (if any) will be decided by a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Consequently, abstentions will have the same effect as a vote against the matter and brokernon-votes will have no effect on the outcome of the matter.
Attending the Annual Meeting Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and guests of the Company. We intend to conduct the Annual Meeting both in-person and virtually via webcast. However, we may impose additional procedures or limitations on in-person meeting attendees, or we may decide to hold the Annual Meeting entirely online (i.e., a virtual-only meeting), depending on public health and safety concerns and recommendations that public health officials may issue. We will issue a press release announcing any changes to the Annual Meeting, and we will also announce any changes on our proxy website, located at www.envisionreports.com/ALV. We encourage you to check this website in advance if you plan to attend the Annual Meeting in-person. To attend the Annual Meeting virtually, please follow these instructions: Registered Holders Stockholders that hold shares registered directly with Autoliv’s transfer agent, Computershare, should log in to the virtual Annual Meeting site at www.meetnow.global/MJH9R6D using the 15-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. Beneficial Holders If you hold your shares in “street name” through an intermediary, such as a bank, broker, or other nominee, you will need to register in advance to attend the Annual Meeting. To register you should: | (i) | obtain a proof of proxy power, or “legal proxy”, from the holder of record of your shares (the intermediary, bank, broker, or other nominee); and |
| (ii) | submit proof of such legal proxy (along with along with your name and email address) by forwarding the email from such intermediary, bank, broker, or other nominee, or attaching an image of your legal proxy, to legalproxy@computershare.com. Requests for registration should have a subject line of “Autoliv Legal Proxy” and be received no later than 5:00 P.M., Eastern Time, on May 8, 2023. |
Upon completion of this process, you will receive a confirmation email from Computershare of your assigned 15-digit control number and registration for the Annual Meeting at www.meetnow.global/MJH9R6D. | Autoliv | | 13 | | 2023 Proxy Statement |
Holders of Swedish Depository Receipts (SDRs) SDR holders registered on an account directly at Euroclear or with a Swedish nominee as of the Record Date, will need to register in advance to attend the Annual Meeting. To register you should send a request to Computershare Sweden for a legal proxy and control number to info@computershare.se. Requests should have a subject line of “Autoliv Legal Proxy” and reference your shareholder ID and the code written on your proxy card, and be received no later than 17:00, Central European Time, on April 28, 2023. Upon completion of this process you will receive a confirmation email from Computershare of your assigned control number and registration for the Annual Meeting no later than 23:00, Central European Time, on May 10, 2023. Asking Questions at the Annual Meeting Questions may be submitted during the Annual Meeting in-person and through the virtual Annual Meeting site after logging in with the control number. We encourage stockholders who will attend the Annual Meeting virtually to submit questions in advance of the Annual Meeting, preferably by 6:00 P.M., Eastern Time on May 10, 2023. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. Principal Executive Offices The Company’s mailing address is Box 70381,SE-107 24 Stockholm, Sweden, and its principal executive offices are located at Klarabergsviadukten 70, Section B, 7th floor, Stockholm, SwedenSE-111 64. The Company’s telephone number is +46 8 587 20 600.
Solicitation of Proxies The Company, on behalf of the Board, is soliciting the proxies and will bear the cost of the solicitation of proxies. In addition to solicitation over the Internet and by mail, the Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for reasonable expenses incurred in forwarding proxy materials to beneficial owners of our stock and obtaining their proxies. Certain directors, officers, and other employees of the Company, not specifically employed for this purpose, may solicit proxies, without additional remuneration, by personal interview, mail, telephone, facsimile or electronic mail. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $14,500$17,600 plus expenses and Computershare AB for a fee of SEK 105,000, or approximately $11,000,$10,000, plus expenses. - 3 -
| Autoliv | | 14 | | 2023 Proxy Statement |
Proposal 1 – Election of Directors |
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company’s Third RestatedBy-Laws (the“By-Laws” “By-Laws”) provide that the size of the Board shall be fixed from time to time exclusively by the Board. The Board has currently fixed the size of the Board at ten.eleven members. Mikael Bratt, Laurie Brlas, Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Min Liu,Frédéric Lissalde, Xiaozhi Liu, James M. Ringler,Gustav Lundgren, Martin Lundstedt, and Ted Senko, whose present terms will expire at the time of the Annual Meeting, are nominees for election at the 20202023 Annual Meeting. Ms. Min LiuMr. Gustav Lundgren has been nominated by the Board to be elected at the 20202023 Annual Meeting pursuant to the terms of a Cooperation Agreement between the Company and Cevian Capital II GP Limited (“Cevian”), and its affiliates (the “Cooperation Agreement”). Pursuant to the terms of the Cooperation Agreement, Ms. LiuMr. Gustav Lundgren will offer herhis resignation from the Board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of the Company. The Cooperation Agreement is described in further detail in the section entitled “Agreements with Stockholders—Stockholders - Cooperation Agreement with Cevian Capital II GP Limited” below. If elected, the above nominees would serve until the 20212024 annual meeting of stockholders and until hisher or herhis successor is elected and qualified, or until hisher or herhis earlier retirement, resignation, disqualification, removal, or death. If any director nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.
Nominees for Directors at the 20202023 Annual Meeting Mikael Bratt, age 53, has been a director of Autoliv since September 2018 and has served as Autoliv’s President and Chief Executive Officer since June 29, 2018. Mr. Bratt previously served asPresident, Passive Safety from May 2016 until his promotion. In September 2019, Mr. Bratt joined the board of directors of Höganäs AB, a private Swedish metal powders company. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with the Volvo Group, a Swedish multinational automotive manufacturing company, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008, in which role he managed a team of 35,000 people, 50 factories, 60 distribution centers and an annual turnover of approximately $18 billion. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden.
The Board believes Mr. Bratt’s years of experience with Autoliv and the automotive industry, including his current role as President and Chief Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support hisre-election to the Board.
Jan Carlson, age 59, has been a director of Autoliv since May 2007 following his appointment as President and Chief Executive Officer of Autoliv on April 1, 2007 after serving in various executive positions with the company beginning in 1999. He has been Chairman of the Board since May 2014. Mr. Carlson served as President and Chief Executive Officer until resigning upon the completion of thespin-off of Veoneer, Inc. from the Company on June 29, 2018, at which time he became President and Chief Executive of Veoneer, Inc. Since the completion of thespin-off, Mr. Carlson has also served as Chairman of the Board of Directors of Veoneer, Inc. Since July 2010 until May 2020 at which time he will not seekre-election, Mr. Carlson has served on the board of directors of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide. Mr. Carlson was elected to the Board of Telefonaktiebolaget LM Ericsson in February 2017. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017, and served on the board of directors of Zenuity AB, a private joint venture owned50-50 by Veoneer, Inc. and Volvo Car Corporation, between April 2017 and June 2018. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from the University of Linköping in Sweden.
The Board believes that through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer, and the automotive industry in general Mr. Carlson brings extensive
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knowledge of the Company, its operations, business, and industry to the Board, which support his | Mikael Bratt Mikael Bratt, age 56, has been a director of Autoliv since September 2018 and has served as Autoliv’s President and Chief Executive Officer since June 29, 2018. Mr. Bratt previously served as President, Passive Safety from May 2016 until his promotion. In September 2020, Mr. Bratt joined the board of directors of Höganäs AB, a private Swedish metal powders company. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with the Volvo Group, a Swedish multinational automotive manufacturing company, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008, in which role he managed a team of 35,000 people, 50 factories, 60 distribution centers and an annual turnover of approximately $18 billion. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden. The Board believes Mr. Bratt’s years of experience with Autoliv and the automotive industry, including his current role as President and Chief Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support his re-election to the Board. Hasse Johansson, age 70, has been a director of Autoliv since March 2018 and is a member of the Audit Committee and Risk and Compliance Committee. Since 2010, Mr. Johansson has been managing director of Johansson Teknik & Form AB, a technology consulting company which he founded. From 2001 to 2009, Mr. Johansson was the Executive Vice President of Research & Development at Scania, a major automotive industry manufacturer of heavy trucks, buses, and other commercial vehicles. Prior to his time at Scania, Mr. Johansson worked for nearly 20 years at Mecel AB, an automotive software and systems development company heco-founded and in 1994 became a wholly-owned subsidiary of Delphi Corporation. Mr. Johansson currently serves as a member of the boards of directors of Electrolux AB, PowerCell Sweden AB, DevPort AB, and Swedish Electromagnet Investment AB, which are all Swedish public companies. Additionally, Mr. Johansson is a member of the Business Executives Council of the Royal Swedish Academy of Engineering Sciences. Mr. Johansson holds a Master of Science in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden and holds more than 20 patents in combustion engine control and automotive electronics.
The Board believes Mr. Johansson’s prolific technical background in automotive and other industries, combined with his extensive board experience, support hisre-election to the Board.
Leif Johansson, age 68, has been a director of Autoliv since February 2016, and is a member of the Leadership Development and Compensation Committee and Chair of the Nominating and Corporate Governance Committee. From 1997 to 2011, Mr. Johansson served as President and Chief Executive Officer of The Volvo Group. Before joining Volvo, Mr. Johansson held various positions at AB Electrolux, and served as its President and Chief Executive Officer from 1994 to 1997. Mr. Johansson is the Chairman of the Board of Astra Zeneca PLC, a position he has held since June 2012, and he previously served as Chairman of the Board of Telefonaktiebolaget LM Ericsson between 2011 and March 2018. In addition to his service on public company boards, Mr. Johansson is a board member of Ecolean AB (a private corporation), a member of the Royal Swedish Academy of Engineering Science, a board member of the European Round Table of Industrialists, a Delegate of the China Development Forum, and a member of the Council of Advisors of the Boao Forum for Asia. Mr. Johansson holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden.
The Board believes that Mr. Johansson’s extensive executive and directorial experience on several international companies in the automotive, manufacturing and technology industries, combined with the knowledge gained through his service on various industry, economic and advocacy organizations, support hisre-election to the Board.
David E. Kepler, age 67, has been a director of Autoliv since February 2015 and is a member of the Audit Committee and Chair of the Risk and Compliance Committee. Mr. Kepler was an Executive Vice President of the Dow Chemical Company, a multinational chemical, performance materials, and plastics company, from March 2008 through January 2015, and held the roles of Chief Sustainability Officer and Chief Information Officer. Mr. Kepler joined Dow in 1975 and was appointed its Vice President and CIO in 1998, Corporate Vice President in 2001, assumed responsibility for Business Services in 2004, and was appointed Executive Vice President in 2008. He has also been a member of the boards of directors of TD Bank Group since December 2013 and Teradata Corporation since November 2007. Mr. Kepler graduated from the University of California, Berkeley with a bachelor’s degree in Chemical Engineering, and serves as a trustee of the University.
The Board believes that Mr. Kepler’s executive experience as the chief information officer of a global company with additional expertise in corporate sustainability initiatives and risk management, and stature as a recognized leader in cyber-security are all qualities that support hisre-election to the Board.
Franz-Josef Kortüm, age 69, has been a director of Autoliv since March 2014 and is a member of the Nominating and Corporate Governance Committee. Prior to joining Autoliv, Mr. Kortüm was Chief Executive Officer of Webasto SE, a producer of automobile roof systems and climate control systems for automobiles, boats and other vehicles, from 1998 to 2012, after joining the company in 1994. Mr. Kortüm was Chief Executive Officer of Audi AG from 1993 to 1994 and, prior to joining Audi, had a16-year career with what is today Daimler AG in a
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variety of positions. In addition to his extensive management experience, Mr. Kortüm served as Vice Chairman of the Supervisory Board of Webasto SE since 2013 and as its Chairman since 2018 until August 2019, as a Member of the Advisory Board of Brose Fahrzeugteile GmbH & Co. KG since 2005 and as its Chairman since 2013, as a Member of the Supervisory Board of Wacker Chemie since 2003, and as a Member of the Supervisory Board of Schaeffler AG from 2010 to March 2014. From 2004 to 2012, Mr. Kortüm was a Member of the Managing Board of the VDA (German Association of the Automotive Industry). Mr. Kortüm has anMBA-equivalent degree in Business Administration from the University of Regensburg in Germany.
The Board believes that Mr. Kortüm brings a breadth of knowledge and skills related to the automotive industry to the Board. In addition, his corporate governance experience gained through his service on other boards support hisre-election to the Board.
Min Liu, age 40, has been a director of Autoliv since May 2019 and is a member of the Audit Committee and the Leadership Development and Compensation Committee. Sheis a Vice President of Cevian Capital AG, an affiliate of Cevian Capital II GP Limited (“Cevian”). Since September 2015, Ms. Liu has been responsible for fundamental research on a variety of European companies in her role at Cevian. Prior to this role, Ms. Liu held several positions of increasing responsibility with The Boston Consulting Group, a global management consulting firm, in Germany between September 2004 and July 2015. Last serving as Principal, she led multiple projects in a broad set of industries, including the automotive sector. Ms. Liu has an MBA from Stanford University in addition to bachelor’s and master’s degrees in business information technology from Goettingen University.
The Board believes that Ms. Liu’s financial expertise and exposure to a wide variety of large, global industrial companies through her investment research and management experience support herre-election to the Board.
Xiaozhi Liu, age 64, has been a director of Autoliv since November 2011 and is a member of the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee. In April 2019, Dr. Liu joined the boards of directors of Anheuser-Busch InBev SA/NV and Johnson Matthey PLC. She previously served as an independent director of Fuyao Glass Industry Group, a public company listed in Shanghai and Hong Kong, from October 2013 until October 2019. Dr. Liu began her career in the automotive industry in General Motor’s (“GM”) Delphi operations and has since worked in various executive positions in Germany, China and the U.S., where she rose to the position of Director of Electronics, Controls & Software for GM in Detroit, Chief Engineer and Chief Technology Officer of GM in China and Chairman and Chief Executive Officer of GM Taiwan. Between 2005 and 2006, she was the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd. In 2007, she became the President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the company’s board of directors from 2008 through 2011. In 2009, she founded, and is the Chief Executive Officer of, her own company, ASL Automobile Science & Technology (Shanghai) Co., Ltd., which introduces and implements globally advanced technologies to Chinese companies. She has a Ph.D. and master’s degree in Chemical Engineering and Electrical Engineering, respectively, from Friedrich-Alexander University in Erlangen-Nuremburg, Germany and a bachelor’s degree in Electrical Engineering from the Jiaotong University in Xian, China.
The Board believes that Dr. Liu brings a unique and valuable set of skills to the Board, based on a combination of her global experience in engineering and technology in Asia, North America and Europe with her extensive management experience in the automotive industry. Dr. Liu’s knowledge and experience supports herre-election to the Board.
James M. Ringler, age 74, has been a director of Autoliv since January 2002 and is the Chair of the Leadership Development and Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. Ringler has also been the Lead Independent Director since May 2017. He was, prior to his retirement, Vice Chairman of Illinois Tool Works Inc. between 1999 and 2004. Prior to joining Illinois Tool Works, Mr. Ringler was Chairman, President and Chief Executive Officer of Premark International, Inc., which merged with Illinois Tool Works in 1999. He serves on the Boards of Directors of the following public companies: Veoneer (since June 2018), TechnipFMC plc (since January 2017), JBT Corporation (since June 2008), and Teradata Corporation (since September 2007; was chairman from 2007 until January 2019). Mr. Ringler previously served on the Board of Directors of DowDuPont Inc. from 2001 until his retirement in March 2019. He is also a
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member of the board of directors of Reynolds Metals Company, a private company. Mr. Ringler holds a Bachelor of Science degree in Business Administration and an M.B.A. degree in Finance from the State University of New York.
The Board believes that Mr. Ringler’s business and management experience in multiple executive positions and his deep knowledge of corporate governance gained through his extensive service on the boards of directors of public companies in a wide variety of industries support Mr. Ringler’sre-election to the Board.
Thaddeus J. “Ted” Senko, age 64, has been a director of Autoliv since March 2018 and is the Chair of the Audit Committee and a member of the Risk and Compliance Committee. Prior to joining the Autoliv Board of Directors, Mr. Senko had an extensive career at KPMG LLP, a multinational professional services and accounting firm, from 1978 to 2017, providing enterprise risk management, compliance, and audit services to various public companies. At KPMG, he served as Audit Partner and SEC Reviewing Partner for eight years, Chief Audit Executive for four years, Global and National Partner in Charge of Internal Audit, Risk & Compliance Services for eight years, and Global Engagement Partner and Client Services Partner for seven years. Mr. Senko served on the Board of Duquesne University, a private university with approximately 10,000 students, from 2007 to 2016, chairing the Audit and Finance Committee and serving on the Executive and University Advancement Committee. Mr. Senko continues to serve on the university’s Business Advisory Council. Mr. Senko received a bachelor’s degree in business administration from Duquesne University.
The Board believes Mr. Senko’s financial, regulatory and risk expertise, experience in various auditing leadership roles and exposure to a wide variety of large audit clients within the global business community support hisre-election to the Board.
| DIRECTOR SINCE: 2018 AGE: 56
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| Autoliv | | 15 | | 2023 Proxy Statement |
 DIRECTOR
SINCE: 2020 AGE: 65 | Laurie Brlas Laurie Brlas, 65, joined the Company’s Board on August 1, 2020 and is a member of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. In December 2016, Ms. Brlas retired from Newmont Mining Corporation (“Newmont”), a mining industry leader in value creation and sustainability. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cliffs Natural Resources, most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation from 2000 through 2006 and from 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc. Most recently Ms. Brlas served as Senior Vice President and Corporate Controller. Ms. Brlas currently serves on the Board of Directors of Albemarle Corporation, a specialty chemical company, Graphic Packaging Holding Company, a global packaging solutions company, and Constellation Energy Corporation, a power generation and customer-facing retail energy business. In the prior five years, Ms. Brlas previously served on the Board of Directors of Perrigo Company PLC, a global healthcare company, from 2003 until May 2019; Calpine Corp., an energy company, from 2016 until 2018; and Exelon Corporation, a Fortune 100 power company, from 2018 until January 2022 when she joined the board of directors of its spinoff, Constellation Energy Corporation. The Board believes Ms. Brlas’ financial expertise and extensive experience with public company management support her re-election to the Board. |
 DIRECTOR
SINCE: 2007 AGE: 62 | Jan Carlson Jan Carlson, age 62, has been a director of Autoliv since May 2007 following his appointment as President and Chief Executive Officer of Autoliv on April 1, 2007 after serving in various executive positions with the company beginning in 1999. He has been Chairman of the Board since May 2014. Mr. Carlson served as President and Chief Executive Officer until resigning upon the completion of the spin-off of Veoneer, Inc. from the Company on June 29, 2018, at which time he became President and Chief Executive Officer of Veoneer, Inc. Since the completion of the spin-off until its sale in April 2022, Mr. Carlson served as Chairman of the Board of Directors of Veoneer, Inc. Mr. Carlson has served as a member of the Board of Telefonaktiebolaget LM Ericsson since February 2017 and a member of the Board of AB Volvo since April 2022. Mr. Carlson has been nominated to serve as the Chairman of the Board of Telefonaktiebolaget LM Ericsson at the Annual General Meeting of Ericsson shareholders to be held on March 29, 2023. Mr. Carlson served on the board of directors of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide, from July 2010 until May 2020. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from Linköping University and is an Honorary Doctor at the Technical faculty of Linköping University. The Board believes that Mr. Carlson through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer, and the automotive industry in general brings extensive knowledge of the Company, its operations, business, and industry to the Board, which support his re-election to the Board.
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| Autoliv | | 16 | | 2023 Proxy Statement |
 DIRECTOR
SINCE: 2018 AGE: 73 | Hasse Johansson Hasse Johansson, age 73, has been a director of Autoliv since March 2018 and is a member of the Audit and Risk Committee. Since 2010, Mr. Johansson has been managing director of Johansson Teknik & Form AB, a technology consulting company which he founded. From 2001 to 2009, Mr. Johansson was the Executive Vice President of Research & Development at Scania, a major automotive industry manufacturer of heavy trucks, buses, and other commercial vehicles. Prior to his time at Scania, Mr. Johansson worked for nearly 20 years at Mecel AB, an automotive software and systems development company he co-founded and in 1994 became a wholly-owned subsidiary of Delphi Corporation. Mr. Johansson currently serves as a member of the boards of directors of DevPort AB and Swedish Electromagnet Investment AB, which are both Swedish public companies. Mr. Johansson previously served as a member of the boards of directors of Electrolux AB (2008- April 2020) and PowerCell AB (2018- April 2020). Additionally, Mr. Johansson is a member of the Business Executives Council of the Royal Swedish Academy of Engineering Sciences.Mr. Johansson holds a Master of Science in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden and holds more than 20 patents in combustion engine control and automotive electronics. The Board believes Mr. Johansson’s prolific technical background in automotive and other industries, combined with his extensive board experience, support his re-election to the Board. |
 DIRECTOR
SINCE: 2016 AGE: 71 | Leif Johansson Leif Johansson, age 71, has been a director of Autoliv since February 2016, and is a member of the Leadership Development and Compensation Committee and Chair of the Nominating and Corporate Governance Committee. From 1997 to 2011, Mr. Johansson served as President and Chief Executive Officer of the Volvo Group. Before joining Volvo, Mr. Johansson held various positions at AB Electrolux, and served as its President and Chief Executive Officer from 1994 to 1997. Mr. Johansson is the Chairman of the Board of Astra Zeneca PLC, a position he has held since June 2012, and he previously served as Chairman of the Board of Telefonaktiebolaget LM Ericsson between 2011 and March 2018 and on the Board of SCA AB, a Swedish public company from 2010-2016. In addition to his service on public company boards, Mr. Johansson is a board member of Ecolean AB (a private corporation), a board member of the Knut and Alice Wallenberg Foundation, a member of the Royal Swedish Academy of Engineering Science, a board member of the European Round Table of Industrialists, a Delegate of the China Development Forum, and a member of the Council of Advisors of the Boao Forum for Asia. Mr. Johansson holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Johansson’s extensive executive and directorial experience on several international companies in the automotive, manufacturing and technology industries, combined with the knowledge gained through his service on various industry, economic and advocacy organizations, support his re-election to the Board. |
| Autoliv | | 17 | | 2023 Proxy Statement |
 DIRECTOR
SINCE: 2014 AGE: 72 | Franz-Josef Kortüm Franz-Josef Kortüm, age 72, has been a director of Autoliv since March 2014, the Lead Independent Director between May 2021 and May 2022, and is a member of the Nominating and Corporate Governance Committee. Prior to joining Autoliv, Mr. Kortüm was Chief Executive Officer of Webasto SE, a producer of automobile roof systems and climate control systems for automobiles, boats, and other vehicles, from 1998 to 2012, after joining the company in 1994. Mr. Kortüm was Chief Executive Officer of Audi AG from 1993 to 1994 and, prior to joining Audi, had a 16-year career with what is today Mercedes-Benz Group AG in a variety of positions. In addition to his extensive management experience, Mr. Kortüm served as Vice Chairman of the Supervisory Board of Webasto SE since 2013 and as its Chairman since 2018 until August 2020,as a Member of the Advisory Board of Brose Fahrzeugteile GmbH & Co. KG since 2005 and as its Chairman since 2013, as a Member of the Supervisory Board of Wacker Chemie AG, a German public company, and Chair of its Audit Committee since 2003, and as a Member of the Supervisory Board of Schaeffler AG from 2010 to March 2014. From 2004 to 2012, Mr. Kortüm was a Member of the Managing Board of the VDA (German Association of the Automotive Industry). Mr. Kortüm has an MBA- equivalent degree in Business Administration from the University of Regensburg in Germany. The Board believes that Mr. Kortüm brings a breadth of knowledge and skills related to the automotive industry to the Board. In addition, his corporate governance experience gained through his service on other boards support his re-election to the Board. |
DIRECTOR SINCE: 2014  DIRECTOR
SINCE: 2020 AGE: 55 | Frédéric Lissalde Frédéric Lissalde, age 55, has been a director of Autoliv since December 2020 and is the Chair of the Leadership Development and Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Lissalde is President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. since August 2018. Mr. Lissalde has held positions of increasingly significant responsibility during his career with BorgWarner since he joined in 1999. He previously served as Executive Vice President and Chief Operating Officer and before that, President and General Manager of BorgWarner Turbo Systems. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde holds a Master’s of Engineering degree from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD, Harvard, and MIT. The Board believes that Mr. Lissalde’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. |
| Autoliv | | 18 | | 2023 Proxy Statement |
 DIRECTOR
SINCE: 2011 AGE: 67 | Xiaozhi Liu Xiaozhi Liu, age 67, has been a director of Autoliv since November 2011 and is a member of the Leadership Development and Compensation Committee. In April 2019, Dr. Liu joined the boards of directors of Anheuser-Busch InBev SA/NV and Johnson Matthey PLC. She previously served as an independent director of Fuyao Glass Industry Group, a public company listed in Shanghai and Hong Kong, from October 2013 until October 2020. Dr. Liu began her career in the automotive industry in General Motor’s (“GM”) Delphi operations and has since worked in various executive positions in Germany, China and the U.S., where she rose to the position of Director of Electronics, Controls & Software for GM in Detroit, Chief Engineer and Chief Technology Officer of GM in China and Chairman and Chief Executive Officer of GM Taiwan. Between 2005 and 2006, she was the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd. In 2007, she became the President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the company’s board of directors from 2008 through 2011. In 2009, she founded, and is the Chief Executive Officer of, her own company, ASL Automobile Science & Technology (Shanghai) Co., Ltd., which introduces and implements globally advanced technologies to Chinese companies. She has a Ph.D. and master’s degree in Chemical Engineering and Electrical Engineering, respectively, from Friedrich-Alexander University in Erlangen-Nuremburg, Germany and a bachelor’s degree in Electrical Engineering from the Jiaotong University in Xian, China. The Board believes that Dr. Liu brings a unique and valuable set of skills to the Board, based on a combination of her global experience in engineering and technology in Asia, North America, and Europe with her extensive management experience in the automotive industry. Dr. Liu’s knowledge and experience supports her re-election to the Board. |
 DIRECTOR
SINCE: 2022 AGE: 41 | Gustav Lundgren Gustav Lundgren, age 41, has been a director of Autoliv since August 2022 and is a member of the Audit and Risk Committee. Mr. Lundgren is a partner of Cevian Capital which he joined in 2006. He holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics. Because of Mr. Lundgren’s relationship with Cevian, Cevian may be deemed to be an affiliate of the Company. The Board believes that Mr. Lundgren’s financial expertise and exposure to a wide variety of large, global industrial companies through his investment research and management experience support his election to the Board. |
| Autoliv | | 19 | | 2023 Proxy Statement |
 DIRECTOR
SINCE: 2021 AGE: 55 | Martin Lundstedt Martin Lundstedt, age 55, has been a director of Autoliv since May 2021 and is a member of the Leadership Development and Compensation Committee. He has served as President of AB Volvo, Chief Executive Officer of the Volvo Group, and a member of the Group Executive Board since October 2015. Before joining Volvo, Mr. Lundstedt held various positions at Scania since 1992, and served as its President and Chief Executive Officer from 2012 to 2015. Mr. Lundstedt is the Chairman of the Board of Permobil AB, a private Swedish company focused on developing advanced medical technology. Until 2021, he was a member of the Board of Directors of Concentric AB, a public Swedish company that is a leading global pump manufacturer. In addition to his service on public and private company boards, he is Chairman of the Commercial Vehicle Board of the European Automobile Manufacturers’ Association (ACEA), a Member of the Royal Swedish Academy of Engineering Sciences (IVA), and a Member of the European Round Table of Industry (ERT). He was also Co-Chairman of the UN Secretary-General’s High-Level Advisory Group on Sustainable Transport from 2015-2016. Mr. Lundstedt holds a Master of Science degree from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Lundstedt’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. |
 DIRECTOR
SINCE: 2018 AGE: 67 | Thaddeus J. “Ted” Senko Thaddeus J. “Ted” Senko, age 67, has been a director of Autoliv since March 2018 and is the Chair of the Audit and Risk Committee. Prior to joining the Autoliv Board of Directors, Mr. Senko had an extensive career at KPMG LLP, a multinational professional services and accounting firm, from 1978 to 2017, providing enterprise risk management, compliance, and audit services to various public companies. At KPMG, he served as Audit Partner and SEC Reviewing Partner for eight years, Chief Audit Executive for four years, Global and National Partner in Charge of Internal Audit, Risk & Compliance Services for eight years, and was the initial leader of KPMG’s ESG practice for two years. Mr. Senko is a member of the board of directors of Lightning eMotors Inc. and serves as the Audit Committee Chairman. He is also a member of the Finance and Investment Committee. In August 2021, Mr. Senko became a member of the board of directors of USA Rare Earth, LLC, a private company. Mr. Senko served on the Board of Duquesne University, a private university with approximately 10,000 students, from 2007 to 2016, chairing the Audit and Finance Committee and serving on the Executive and University Advancement Committee. Mr. Senko received a bachelor’s degree in business administration from Duquesne University. The Board believes Mr. Senko’s financial, regulatory and risk expertise, experience in various auditing leadership roles and exposure to a wide variety of large audit clients within the global business community support his re-election to the Board. |
THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE. | Autoliv | | 20 | | 2023 Proxy Statement |
CORPORATE GOVERNANCE
Stockholder Engagement Efforts The Company engages with the Company’s stockholders throughout the year to ensure that management and the Board understand and consider the issues that matter most to them, to solicit their views and feedback on various matters, and to provide perspective on the Company’s policies and practices. During 2019,2022, members of the Company’s management met with certain of the Company’s stockholders after each quarterly report to listen to their concerns and discusspositions on a variety of topics, including performance, strategy, capital allocation, corporate governance, human capital management, compensation, environmental and sustainability efforts, and other matters. Management met with more than 600 investors in 2022. Autoliv
Sustainability Governance Ultimate oversight of the Company’s sustainability activities lies with the Board of Directors. The Board sets the direction for sustainability strategy and regularly monitors progress of Autoliv’s sustainability strategy and targets through its Nominating and Corporate Governance Committee. The Board reviews and approves the Code of Conduct, Annual and Sustainability Report, and the Modern Slavery Act Statement. The Nominating and Corporate Governance Committee receives quarterly reports and presentations from management on the sustainability program. Implementation responsibility for sustainability lies with the Executive Management Team (“EMT”).The EMT has appointed a Sustainability Board charged with providing direction and oversight. The Sustainability Board consists of the CEO and other EMT members and meets at least quarterly. The Sustainability Board reviews and approves Autoliv’s sustainability strategy as well as its annual and long-term plans, targets and policies for key topics, and monitors implementation. Responsibility for execution on sustainability activities and targets lies with the line organization and is regularly monitored through management reporting. According to Autoliv’s Key Behaviors, we expect every employee to take ownership on sustainability topics by proactively contributing with improvement ideas as well as by following company policies and standards. Sustainability-related risks such as product safety, climate change, natural resources scarcity, environmental compliance, health and safety and other labor rights, business ethics, and supply chain sustainability are included in the overall enterprise risk management framework and regularly assessed how they relate to business risks such as legal proceedings, regulatory changes, contingent liabilities, supply chain disruptions, and operational disruptions. Sustainability Program Autoliv’s business is guidedGuided by our vision of Saving More Lives. Our products save over 30,000 lives a year and prevent ten times as many severe injuries. Our goalLives, the Company’s mission is to increaseprovide world class, life-saving solutions for mobility and society. Sustainability is an integral part of our business strategy and a fundamental driver for market differentiation and stakeholder value creation, helping to ensure that our business will continue to thrive and contribute to sustainable development in the long term. To truly be a driving force in sustainable mobility, we strive to systematically assess and to manage key impacts, risks and opportunities of our business, operations, products, and our supply chain on society and the environment. We also engage with our customers to ensure that we are part of driving the transition to low-carbon and circular mobility, thus realizing new business potential.
The Company’s sustainability approach is based on four focus areas, each consisting of broad ambitions and more specific near-term targets. These areas represent the strongest links to business risks and opportunities as well as impacts on key stakeholder groups, society, and the environment. All areas represent global challenges where we believe that our work can make a positive difference, through our ways of working or by inspiring and collaborating with others. We are a signatory of the UN Global Compact and our work and policies such as the Code of Conduct are aligned with international frameworks such as the International Labour Organization (ILO) core conventions and the OECD Guidelines. | Autoliv | | 21 | | 2023 Proxy Statement |
Autoliv’s core business and sustainability work contributes to the realization of a number of United Nations Sustainable Development Goals (SDGs). Our core business directly contributes to reducing the number of lives saved to 100,000 a year by 2030.road fatalities (SDG 3) and making transportation systems safer for everyone, including vulnerable road users (SDG 11). We actively support research and knowledge sharing that benefits developing markets (SDG 17). Our vision directly supports the UN Sustainable Development Goal #3: Good health and well-being, and its target of halving global deaths and injuries from road traffic accidents by 2030. In addition, the Company is committed to sound and ethical business practices that align with the goals and needs ofclimate agenda will over time not only greatly reduce our employees and the communities in which we operate, including limiting ourown negative environmental impact particularly by reducing(SDG 9, SDG 13) but help drive green innovation (SDG 12) among materials suppliers, vehicle manufacturers and energy and water consumption, waste, and emissions. As a reflection of the importance of these matters, we assign oversight responsibility for sustainability to the Nominating and Corporate Governance Committee. The Company also publishes an annual report describing our sustainability goals, practices and performance, in the areas of life-saving innovations, environment,providers (SDG 7). By proactively managing health and safety risks and labor rights (SDG 8), promoting diversity and inclusion (SDG 5) and holding all employees to the highest degree of ethical business standards (SDG 16), we lay the foundation for a high-performing organization where everyone has the means to speak up and drive improvement. We encourage you to learn more about our employees, business ethicsactivities and supply chain. Ourprogress during 2022 by reading the Autoliv Annual and Sustainability Report 2022. You may find this and previous annual sustainability reports are publicly available on our website at https://www.autoliv.com/sustainability/sustainability-report.www.autoliv.com.
Human Capital Management The Company’s drive for excellence is what makes Autoliv the world’s leading supplier of automotive safety systems. From the earliest stages of product development to sales and design to the final delivery of the finished product, Autoliv’s employees are driven by the Company’s mission to save more lives. The successful execution of the Company’s strategies relies on its ability to shape a quality and performance-oriented culture, and to adapt quickly to sudden shifts in its circumstances, as illustrated by the COVID-19 pandemic, supply chain disruptions, and geopolitical instability experienced in 2022. A turbulent external environment presents many challenges but also opportunities. As the Company moves forward, its workforce strives to respond with agility to new possibilities to grow and improve the Company’s business while delivering with excellence to its customers. The Company builds a winning team by focusing on creating a work environment that attracts, retains, and engages its employees. The Company’s employees take great pride in working together to provide safety solutions for mobility and society that work in real life situations, and the Company is always looking for new team members who share this passion. For additional information, see the Company’s corporate website at www.autoliv.com (which is not incorporated herein). | Autoliv | | 22 | | 2023 Proxy Statement |
Board Independence The Board believes that generally it should have no fewer than seven and no more than eleven directors. The Board currently consists of ten members.directors absent special circumstances. The Board has determined that all the director nominees, except Messrs.Mr. Bratt, and Carlson, are independent directors under the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. In making its independence determinations, the Board reviewed (i) information regarding relevant relationships, arrangements or transactions between the Company and each director or parties affiliated with such director, (ii) Company records and (iii) publicly available information. Mr. Bratt is not independent because he is a current officer ofIn this regard, the Company, and Mr. Carlson is not independent because he servedBoard considered the following relationships: | ■ | Mr. Bratt is not independent because he is a current officer of the Company. |
| ■ | Mr. Lundstedt is the President of Volvo AB and the Chief Executive Officer of The Volvo Group, a global truck and commercial vehicle manufacturer, and Autoliv is a supplier to The Volvo Group. The amount received from The Volvo Group did not exceed the greater of $1 million or 2% of The Volvo Group’s consolidated gross revenues. The Board of Directors has determined that Mr. Lundstedt is an independent director. |
Other than as an officer ofset forth above, the Company in the last three years. The Board has also determined that none of the independent directors has a relationship with the Company other than as a director and/or a stockholder of the Company.Company or a director of another company.
Retirement Age Policy and Director Tenure It is the general policy of the Company that a director who has attained the age of 75 years during hisher or herhis term will not stand forre-election at the next annual meeting of stockholders. The Board of Directors may grant a waiver for a director to stand for re-election and, if such a waiver is granted, the reasons for that waiver will be disclosed in the relevant proxy statement. No such waiver has been granted for any of the directors of the Board. For each director nomination recommendation, the Nominating and Corporate Governance Committee considers the issue of continuing director tenure and takes steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to criticallyre-examine the status quo. An individual director’s repeated nomination is dependent upon such director’s performance evaluation, as well as a suitability review, each to be conducted by the Nominating and Corporate Governance Committee regarding each director nomination recommendation. The average tenure of the Boarddirectors nominated for election at the Annual Meeting measured at the Annual Meeting date since first appointment is 6.2six years and the median tenure is 4five years, with four newly appointednew directors within the last three years. - 8 -
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 Board Refreshment We routinely assess the composition of our Board to ensure we have the right mix of attributes, experiences, qualifications and skills to maximize our Board’s potential. We believe the Company, our stockholders, and our partners benefit from continuity of longer-tenured directors complemented by the fresh perspectives of newer directors. Over the last four years, our Board has undergone significant refreshment, resulting in a lower average tenure. | | 2019 | 2020 | 2021 | 2022 | | New Directors | Min Liu | Frédéric Lissalde | Martin Lundstedt | Gustav Lundgren | | | Laurie Brlas | | | | | | | | | | Exiting Directors | | | Jim Ringler | Min Liu | | | | Dave Kepler | |
Core Director Skills The Board considers the following to be nine (9) core skills necessary to effectively oversee management and implement the Company’s strategy. In addition, the Board values directors with experience successfully leading and serving on the boards of other large, complex businesses. Our director nominees bring an important mix of these core skills, as well as additional attributes and qualifications, such as diversity of gender, race, and/or ethnicity and background to our Board. | Carlson | Bratt | Brlas | H. Johansson | L. Johansson | Kortüm | Lissalde | Liu | Lundgren | Lundstedt | Senko | | Public Company Leadership/Board Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Automotive Industry Experience | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | | Manufacturing/Operations Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | | International Business | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Finance/Accounting | ✔ | ✔ | ✔ | | | | | | ✔ | | ✔ | | Corporate Governance/ESG | ✔ | ✔ | ✔ | | ✔ | | ✔ | | | | ✔ | | Technology/Digital/Cyber | | ✔ | | | | | | | | | ✔ | | Engineered Product Development | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | | Strategic Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
| Autoliv | | 24 | | 2023 Proxy Statement |
The following definitions and reasoning were used in the skills/qualifications matrix:
| ■ | Public Company Leadership and/or Board Experience: Experience as a public company board member, CEO, or other executive position with significant interaction with a public company’s Board of Directors. This experience is important to give insight about our strategic leadership, and appointing, overseeing, and assessing leadership. | | ■ | Automotive Industry Experience: Experience at an executive level leading a business that produces automotive vehicles or supplies vehicle systems or components to automotive original equipment manufacturers. | | ■ | Manufacturing/Operations Management: Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing and supply chain. This is relevant to assessing senior management’s role of effectively and efficiently operating our production and logistics operations. | | ■ | International Business: Experience at an executive level overseeing international operations. This is important because we have international operations and our strategic plan includes a focus on continuing international growth. | | ■ | Finance/ Accounting: Experience at an executive level or expertise with financial reporting, internal controls, finance companies, hedge funds, or public accounting. This is relevant to us because it assists our Directors in understanding our financial statements, understanding our capital structure, and overseeing our financial reporting and internal controls. | | ■ | Corporate Governance/ESG: Experience at an executive level or expertise with corporate governance of other U.S.-listed public companies, compliance, and/or ESG governance and reporting. | | ■ | Technology/Digital/Cyber: Experience at an executive level or expertise in the use of information technology, digital media, assessment of cyber security threats or other technology to facilitate business objectives. This is important to us as we look for ways to use technology to expand our business, protect our assets, and enhance our internal operations. | | ■ | Engineered Product Development: Experience leading a business or company in which value is created from the development of complex products or technology. This is important to us because we sell complex, highly engineered products. | | ■ | Strategic Leadership: Experience at an executive level or expertise in driving strategic direction and growth of an enterprise. This provides our Directors with a practical understanding that can be used to evaluate management’s strategies and help develop strategies. |
Onboarding and Continuing Education for Directors All new directors follow an onboarding program that is approved by the Nominating and Corporate Governance Committee that includes meetings with management, review of key policies and programs, and visits to the Company’s key manufacturing and management locations. All directors are encouraged to pursue relevant educational programs for public company directors on key emerging topics and the Company highlights these opportunities for directors. Under the Corporate Governance Guidelines, the expenses relating to participating in pre-approved educational opportunities may be reimbursed by the Company. Board and Committee Evaluations The Board has an ongoing process in place to regularly assess its performance. A formal evaluation of the Board and its committees is conducted on an annual basis to solicit feedback and determine appropriate action based on that feedback. The Chair of the Nominating and Corporate Governance Committee leads the Board’s annual self-evaluation which considers the following topics among others: | ■ | Board/Committee oversight responsibilities | | ■ | Board/Committee composition | | ■ | Board/Committee effectiveness | | ■ | Board/Committee materials | | ■ | Board/Committee meeting effectiveness |
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The results of the Board self-evaluation are reviewed by the full Board during an executive session. When appropriate, changes are implemented to improve Board performance and responsiveness. Similarly, the Board committees conduct their own self-evaluations led by that committee’s Chair and the results are reviewed in a committee meeting. | 1. | Self-Evaluation Process and Materials Finalized: Proposed process and materials are reviewed and approved by the Nominating and Corporate Governance Committee in November of the year to be evaluated. |
 | 2. | Process Begins: Self-Evaluation materials for Board and Committees distributed in January with directions from the Chair of Nominating and Corporate Governance Committee. |
| 3. | Feedback: Board self-evaluation feedback is provided directly to the Chair of the Nominating and Corporate Governance Committee; early feedback is provided directly to the Chairs of the committees. |
| 4. | Formal Self-Evaluation/Findings: Board, and committee as relevant, holds a robust discussion of the feedback and findings in the February meetings. |
| 5. | Follow-Up: If necessary, the Board or committee implements actions, as appropriate. |
Board Leadership Structure and Risk Oversight
Board Leadership The Board is responsible for selecting the Company’s Chairman of the Board (the “Chairman”) and Chief Executive Officer (the “CEO”). The Corporate Governance Guidelines permit the Board to determine the most appropriate leadership structure for the Company at any given time and give the Board the ability to choose a Chairman that it deems best for the Company. The Board periodically evaluates the Company’s leadership structure to determine what structure is in the best interests of the Company and its stockholders based on the current circumstances and needs of the Company. The Board currently has anon-independent,an independent, non-CEO Chairman and a Lead Independent Director. Chairman. The CEO and Chairman roles have been separated since June 2018 when Mr. Carlson stepped down as CEO of Autoliv to become the CEO of Veoneer.Veoneer, Inc. The Board determined in 2018 that a separate Chairman and CEO and a lead independent director, with Mr. Carlson as the Chairman, was the appropriate leadership structure for the Company. However, in May 2022, the Board determined that Mr. Carlson was independent after his separation from Veoneer as a result of the closing of the sale of Veoneer in April 2022. The Board continues to believe it is in the Company’s best interests for Mr. Carlson to serve as Chairman because his familiarity with the Company’s business enables him to effectively lead the Board in its discussion, consideration, and execution of the Company’s strategy. The Board believes that having Mr. Carlson serve as anon-independent Chairman is appropriately balanced by the designation of a Lead Independent Director. In May 2019, the Board appointed James M. Ringler as Lead Independent Director to serve as the principal liaison between the Chairman and the other independent directors and to provide independent leadership of the Board’s affairs on behalf of the Company’s stockholders. Mr. Ringler presides over the executive sessions of the independent directors. The duties of the Lead Independent Director include, but are not necessarily limited to, the following:
| •Autoliv | | Presides at all meetings of the Board at which the Chairman is not present, including chairing executive sessions of the independent directors;
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| •26 | | Serves as liaison between the independent andnon-management directors and the Chairman;
2023 Proxy Statement |
| • | | Has the authority to call meetings of the independent andnon-management directors;
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| • | | Approves meeting agendas of the full Board after they are prepared by the Chairman, assures that there is sufficient time for discussion of all agenda items, and facilitates approval of the number and frequency of Board meetings;
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| • | | Is regularly apprised of inquiries from stockholders and involved in correspondence responding to these inquiries when appropriate, and if requested by stockholders, ensures that he or she is available, when appropriate, for consultation and direct communication;
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| • | | Assists the Nominating and Corporate Governance Committee in its annual evaluation of the Chairman’s effectiveness, including an annual evaluation of his or her interactions with the directors and ability to provide leadership and direction to the full Board; and
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| • | | Approves information sent to the Board, including the quality and timeliness of such information.
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Risk Oversight The Board is responsiblehas overall responsibility for the oversight of risk management of the Company with various aspects of risk oversight delegated to its committees. The Audit CommitteeCompany’s management team is responsible for monitoring financial risk and discussing risk oversight andthe day-to-day management as part of its obligations under the NYSE’s listing standards. The Audit Committee is also responsible for reviewing the Company’s disclosure controls and procedures, including those related to internally and externally disclosing cybersecurity risks and incidents. The Risk and Compliance Committee is responsible for monitoring legal and regulatory risks and other compliance risks, including those related to ethics practices and information technology and security. The Risk and Compliance Committee periodically receives reports from and reviews with management the Company’s risk management program. The Leadership Developmentgovernance and Compensation Committee oversees the Company’s succession planning programs and policies related to recruiting, retaining, and developing management. The Risk and Compliance Committee is responsible for coordinating with the Audit Committee and other Board committees to discuss matters pertaining to risk oversight.programs. In its meetings, the Board receives regular reports from various Board committees and management, including the CEO, the CFO, and General Counsel, regarding the main strategic, operational, and financial risks the Company is facing and the steps that management is taking to address and mitigate such risks. Additionally, the Board will receive periodic risk-related updates from other members of management as necessary. The Leadership Development and Compensation Committee has reviewed with management the design and operation of our incentive compensation arrangements for senior management, including executive officers, to determine whether such programs might encourage inappropriate risk-taking that could have Below is a material adverse effect on the Company. The Leadership Development and Compensation Committee considered, among other things, the featuressummary of the Company’s compensation programkey risk oversight responsibilities that are designedthe Board has delegated to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall Company performance), and the Company’s compensation recoupment policy. The Leadership Development and Compensation Committee concluded that any risks arising from the Company’s compensation plans, policies and practices are not reasonably likely to have a material adverse effect on the Company. For additional information regarding compensation risk, see page 33 of this Proxy Statement.its committees.
| ■ | Audit and Risk Committee: The Audit and Risk Committee is responsible for (i) monitoring financial risk and discussing risk oversight and management as part of its obligations under the NYSE’s listing standards; (ii) reviewing the Company’s disclosure controls and procedures, including those related to internally and externally disclosing cybersecurity risks and incidents; (iii) monitoring legal and regulatory risks and other compliance risks, including those related to ethics practices and information technology and cybersecurity; (iv) overseeing the Company’s independent accountants’ qualifications, independence and performance; (v) reviewing the performance of the Company’s internal audit department; and (vi) routine oversight of the Company’s risk management framework and practices with at least semi-annual reports to the Board. As part of its oversight of IT security/cybersecurity matters, the Audit and Risk Committee receives information on a quarterly basis, supplemented by a briefing from management on at least a semi-annual basis, on IT security/cybersecurity matters, including applicable updates on IT security/cybersecurity training programs and the results of external assessments. | | | | ■ | Leadership Development and Compensation Committee: The Leadership Development and Compensation Committee oversees the Company’s succession planning programs and policies related to recruiting, retaining, and developing management. The Leadership Development and Compensation Committee also has oversight responsibilities for the Company’s human capital management initiatives, including with respect to diversity, equity and inclusion, employee engagement, pay equity practices, and workplace health and safety and cultural initiatives. The Leadership Development and Compensation Committee periodically receives reports from management on the implementation and results of the Company’s human capital management programs. The Company also occasionally conducts employee feedback surveys designed to measure employee engagement and evaluate employee programs which the Leadership Development and Compensation Committee reviews. The Leadership Development and Compensation Committee has reviewed with management the design and operation of our incentive compensation arrangements for senior management, including executive officers, to determine whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. The Leadership Development and Compensation Committee considered, among other things, the features of the Company’s compensation program that are designed to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall Company performance), and the Company’s compensation recoupment policy. The Leadership Development and Compensation Committee concluded that any risks arising from the Company’s compensation plans, policies and practices are not reasonably likely to have a material adverse effect on the Company. For additional information regarding compensation risk, see page 55 of this Proxy Statement. | | | | ■ | Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee oversees our risks related to corporate governance practices and procedures, director independence, related party transactions, director succession planning and board composition, and sustainability, social, ethical, and environmental activities. |
Board Meetings The Board met four times during the year ended December 31, 2019.2022. The Board also acted by written consent oncetwo times during the year. All directors serving during 20192022 participated in at least 80% of the total number of meetings of the Board and committees on which they served. Following each of the meetings of the full Board, the independent directors met in executive session without management participating, for a total of four times in 2019.2022.
| Autoliv | | 27 | | 2023 Proxy Statement |
Board Compensation Directors who are employees of the Company or any of its subsidiaries do not receive separate compensation for service on the Board or its committees.Non-employee directors receive an annual board retainer which is higher for aand the non-employee Chairman of the Board.Board also receives a supplemental annual retainer as described below. The committee chairs and the Lead Independent Director receive compensation in addition to the standardnon-employee director retainer. Effective beginning with 2017 service, the Board amended the
The Non-Employee Director Compensation Policy primarily toprovides (i) provide for semi-annual payments in advance, rather than in arrears for a service year that runs from annual meeting to annual meeting, and (ii) provide that more than one-half of the annual base retainer will be paid in the form of restricted stock units (RSUs), rather than fully-vested shares of stock, which RSUs will be granted on the date of the annual meeting and will vest on the earlier of (a) date of the next annual meeting, or (b) theone-year anniversary of the grant date. In addition, the Board revised the The Non-Employee Director Stock Ownership Policy requires each non-employee director stock ownership policy to require eachnon-employee director to acquire and hold shares of the Company’s common stock or SDRs in an amount equivalent to five times the cash component of the annual Board retainer (as opposedretainer. A non-employee Chairman is required to threeacquire and hold shares equivalent to five times the cash component of the Board retainer and the cash component of the Non-Employee Chairman annual base retainer as a whole), with fivesupplement retainer. All non- employee directors elected prior to 2018 meet the target. All directors appointed in 2018 onward have six years for the existing directors to reach the new ownership requirements.targets. - 10 -
Compensation levels for thenon-employee directors elected in 2019 remain unchanged from 2017 levels and is2022 are as follows: | | | | | Annual Base Retainer (paid half in cash and half in RSUs) | | | | | AllNon-Employee Directors | | $ | 240,000 | | Annual Supplemental Retainers (paid half in cash and half in RSUs) | | | | | Non-Employee Chairman | | $ | 150,000 | | Annual Supplemental Retainers (paid in cash) | | | | | Lead Independent Director | | $ | 40,000 | | Audit Committee Chair | | $ | 30,000 | | Leadership Development and Compensation Committee Chair | | $ | 20,000 | | Nominating and Corporate Governance Committee Chair | | $ | 20,000 | | Risk and Compliance Committee Chair | | $ | 20,000 | |
| Annual Base Retainer | Cash | Restricted
Stock Units
(Grant Date Value) | | All Non-Employee Directors | $127,500 | $147,500 | | Annual Supplemental Retainers | | | | Non-Employee Chairman | $85,000 | $85,000 | | Lead Independent Director(1) | $40,000 | — | | Audit and Risk Committee Chair | $30,000 | — | | Leadership Development and Compensation Committee Chair | $20,000 | — | | Nominating and Corporate Governance Committee Chair | $20,000 | — |
For thenon-employee directors elected in 2020, the 2020-2021 service year annual base retainer will be raised to $260,000 with $120,000 paid in cash and $140,000 in RSUs. There are no other changes to the compensation levels for thenon-employee directors.
| (1) | No Lead Independent Director was appointed for the 2022-2023 Board service year after the Chairman was determined to be independent. |
Non-employee directors can elect to defer payment of apre-determined percentage of their equity compensation under the Autoliv, Inc. 2004Non-Employee Director Stock-Related Compensation Plan. In 2019,2022, none of the directors elected to defer any of hisher or herhis equity compensation. | Autoliv | | 28 | | 2023 Proxy Statement |
The following table sets forth the compensation that ournon-employee directors earned during the year ended December 31, 20192022 for services rendered as members of the Board. 2019
2022 Non-Employee Director Compensation | | | | | | | | | | | Name | | Fees Earned or
Paid in
Cash ($)(1) | | Stock
Awards ($)(2)(3) | | Total ($)(1)(2) | Jan Carlson | | 195,000 | | 195,000 | | 390,000 | Hasse Johansson | | 120,000 | | 120,000 | | 240,000 | Leif Johansson | | 140,000 | | 120,000 | | 260,000 | David Kepler | | 140,000 | | 120,000 | | 260,000 | Franz-Josef Kortüm | | 120,000 | | 120,000 | | 240,000 | Min Liu | | 70,000 | | 120,000 | | 190,000 | Xiaozhi Liu | | 120,000 | | 120,000 | | 240,000 | James M. Ringler | | 180,000 | | 120,000 | | 300,000 | Ted Senko | | 150,000 | | 120,000 | | 270,000 |
| Name | Fees Earned or
Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(1)(2) | | Jan Carlson | 206,667 | 232,500 | 439,167 | | Laurie Brlas | 125,000 | 147,500 | 272,500 | | Hasse Johansson | 125,000 | 147,500 | 272,500 | | Leif Johansson | 145,000 | 147,500 | 292,500 | | Franz-Josef Kortüm | 138,333 | 147,500 | 285,833 | | Frédéric Lissalde | 145,000 | 147,500 | 292,500 | | Min Liu(4) | 103,750 | 147,500 | 251,250 | | Xiaozhi Liu | 125,000 | 147,500 | 272,500 | | Gustav Lundgren | 42,500 | 98,333 | 140,833 | | Martin Lundstedt | 125,000 | 147,500 | 272,500 | | Ted Senko | 155,000 | 147,500 | 302,500 |
| (1) | The cash portion of director compensation is set in USD and converted to each director’s local currency, as applicable, at the then-current exchange rate on the quarterly date of payment. Reflects compensation earned for the calendar year. |
| (2) | Reflects the grant date fair value calculated in accordance with FASB Topic 718 of 861 restricted stock units granted on May 7, 2019, which restricted stock units will vest in one installment on May 10, 2023 (which is the earlier of the dateone year anniversary of the nextgrant date or the 2023 annual meeting of stockholders or May 7, 2020,stockholders), subject to thenon-employee director’s continued service on the vesting date, subject to certain exceptions. |
| (3) | As of December 31, 2019, each of our2022, Mr. Carlson held 3,348 unvested RSUs, Mr. Lundgren held 1,186 unvested RSUs, and all other non-employee independent directors held 1,6332,125 unvested RSUs, including dividend equivalent rights (reflects whole numbers only). RSUs. |
| (4) | Resigned from the Board of Directors in August 2022. Her stock awards were forfeited on the date of her resignation. |
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Corporate Governance Guidelines and Codes of Conduct and Ethics The Board has adopted: | •■ | | Corporate Governance Guidelines to guide the Board in the exercise of its responsibilities. |
| •■ | | StandardsCode of Business Conduct and Ethics that applyapplies to all employees of the Company and to members of the Board (the “Code”).
The Code constitutes a “code of ethics” as defined by the rules of the SEC. | | ■ | Related Person Transactions Reporting and Approval Policy (the “Related Person Transactions Policy”). |
The Company has also adopted a written policy regarding related person transactions (the “Related Person Transactions Policy”), which is part of the Code.
The Company’s Corporate Governance Guidelines, the CodesCode, the Related Person Transactions Policy, and any amendments or waivers related thereto, are posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Ethics andCorporate Policies, and can also be obtained from the Company in print by request using the contact information below.
Political Contributions and Lobbying Under the Company’s Corporate Governance Guidelines, the Company will not make political contributions from corporate resources to any political party, candidate, or holder of public office, or political committee in violation of any federal, state, local, or foreign law. This includes monetary contributions as well as in-kind contributions. The Nominating and Corporate Governance Committee must approve in advance any contribution made by the Company. Directors may not make personal political contributions on behalf of, or in the name of, the Company or its subsidiaries. Directors will not be reimbursed or otherwise compensated for any personal political contributions. | Autoliv | | 29 | | 2023 Proxy Statement |
Policy on Attending the Annual Meeting Under the Company’s Corporate Governance Guidelines, the Company’s policy is for all directors to attend the Annual Meeting. All current directors elected at the 2022 annual meeting of stockholders participated in the 20192022 annual meeting of stockholders.
Related Person Transactions As a general matter, the Company prefers to avoid related person transactions (as defined below). The Company recognizes, however, that certain related person transactions may not be inconsistent with the best interests of the Company and its stockholders. The Company’s policy is that all related person transactions must be reviewed and approved or ratifiedpre-approved by the Audit Committee or, in certain circumstances, the Audit Committee Chair.and Risk Committee. As provided in the Related Person Transactions Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and in which any “Related Person” (as defined in the Related Person Transactions Policy) had, has or will have a direct or indirect interest.material interest with certain exceptions. In determining whether to approve a related person transaction, the Audit and Risk Committee considers all of the known relevant facts and circumstances, including the benefit of the transaction to the Company, the terms of the agreement with the Related Person, the possible impact on a director’s independence, the availability of other sources for goods or services comparable to those provided by the Related Person, and any other information regarding the transaction or the Related Person that may be material.
Transactions with Veoneer relating to theSpin-Off On June 29, 2018, Autoliv completed thespin-off of its former Electronics business, Veoneer, Inc. (“Veoneer”) to the Company’s stockholders, resulting in Autoliv and Veoneer being two independent, publicly-traded companies. As discussed above, Mr. Carlson, who was the CEO of Autoliv prior to thespin-off, is now anon-employee director and the Chairman of the Board of the Company and iswas also the Chief Executive Officer and Chairman of the Board of Directors of Veoneer.Veoneer until April 2022. Since Mr. Carlson iswas a related person of the Company, certain transactions between the Company and Veoneer arewere considered related person transactions that were approved by the Audit Committee at the time and require disclosure pursuant to Section 404(a) of RegulationS-K. Relating to thespin-off and the internal reorganization of Autoliv that was completed in advance of thespin-off to transfer the Electronics business to Veoneer, the Company entered into several agreements with Veoneer that were approved or ratified by the Audit Committee. When reviewing these transactions, in addition to considering Mr. Carlson’s positions with Autoliv and Veoneer, the Audit Committee also considered (i) the amounts involved, to the extent quantifiable, (ii) the benefits to Autoliv of the transactions (iii) the lack of availability of other sources of comparable products or services, and (iv) that, due to the nature of thespin-off, the transactions are not comparable to the terms available to unaffiliated entities or persons.Veoneer.
Distribution Agreement: Relating to the internal reorganization, Autoliv and Veoneer entered into a Master Transfer Agreement, which was amended and restated effective as of thespin-off (the “Distribution Agreement”). The Distribution Agreement governs certain transfers of assets and assumptions of liabilities by each of Veoneer and Autoliv and the settlement or extinguishment of certain liabilities and other obligations among the companies. - 12 -
Substantially all of the assets and liabilities associated with the separated Electronics business were retained by or transferred to Veoneer or its subsidiaries and all other assets and liabilities were retained by or transferred to Autoliv or its subsidiaries. The Distribution Agreement also provided the principal corporate transactions required to effect thespin-off, certain conditions to thespin-off and provisions governing the relationship between us and Autoliv with respect to and resulting from the completion of thespin-off. The Distribution Agreement also provides for indemnification obligations designed to make the Company financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the completion of the internal reorganization, as well as those obligations of Autoliv assumed by us pursuant to the Master Transfer Agreement; provided, however, certain warranty, recall and product liabilities for Electronics products manufactured prior to the completion of the internal reorganization were retained by Autoliv and Autoliv will indemnify Veoneer for any losses associated with such warranty, recall, or product liabilities. At December 31, 2019,2022, Autoliv’s indemnification liabilities under the Distribution Agreement arewere approximately $8$9.5 million. Employee Matters Agreement: The Employee Matters Agreement governs Autoliv’s and Veoneer’s compensation and employee benefit obligations with respect to the current and former employees andnon-employee directors of each company. Autoliv will be responsible for liabilities associated with Autoliv allocated employees and liabilities associated with former employees and Veoneer will be responsible for liabilities associated with Veoneer allocated employees, but Autoliv will retain and continue to be responsible for certain post-retirement liabilities relating to plans sponsored by Autoliv. The Employee Matters Agreement provided for the conversion of the outstanding awards granted under the Autoliv equity compensation programs into adjusted awards relating to both shares of Autoliv and Veoneer common stock.
Tax Matters Agreement:Agreement: The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Autoliv and Veoneer with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. The agreement also specifies the portion, if any, of this tax liability for which Veoneer will bear responsibility and provides for certain indemnification provisions with respect to amounts for which they are not responsible. In addition, under the agreement, each party is expected to be responsible for any taxes imposed on Autoliv that arise from the failure of the Spin-offs and certain related transactions to qualify as atax-free transaction for U.S. federal income tax purposes. Transition Agreements. Autoliv and
| Autoliv | | 30 | | 2023 Proxy Statement |
Other Transactions with Veoneer entered into multiple agreements to provide each other with certain ongoing services for a limited amount of time following the completion of thespin-off. The Amended and Restated Transition Services Agreement provides that certain finance, information technology, human resources, facilities and other services will be provided between Autoliv and Veoneer for a limited time to help ensure an orderly transition following thespin-off. Each party will pay the other for any such services utilized at agreed amounts as set forth in the agreement. The services will terminate no later than April 1, 2020. Autoliv and Veoneer also entered into several Reseller Agreements to facilitate Veoneer’s ongoing use of critical assets such as leased facilities and intellectual property and transition the supply of products to customers who require involved processes to change suppliers. In 2019, Autoliv paid Veoneer an aggregate of $1.0 million for services provided under the Amended and Restated Transition Services Agreement and Veoneer paid Autoliv an aggregate of $6.0 million for services provided under the Amended and Restated Transition Services Agreements and the reseller agreements. Autoliv and Veoneer also entered into software sublicenses, a transitional trademark license and multiple lease guarantees to facilitate the transition following the completion of thespin-off. Supply/Service Agreements. We entered into certain direct purchase and applications engineering agreements with Veoneer after thespin-off. In 2019, Autoliv paid2022 prior to Veoneer’s sale and merger, Veoneer an aggregate of approximately $0.1 million for engineering services and $73.4 million for products (not including products sold through reseller agreements referenced above), and Veoneer paidcharged Autoliv an aggregate of approximately $2.2$17 million for engineering services,products under these commercial agreements. Sublease Agreement: A subsidiary of Veoneer has subleased office space from a Company subsidiary under an agreement approved by the Company’s Audit Committee. The estimated value of this sublease to the Company is approximately $318,000 over the duration of the term based on current exchange rates between the US Dollar and the Swedish krona.
Agreements with Stockholders - 13 -
Agreements with Stockholders
Cooperation Agreement with Cevian On March 1, 2019, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Cevian Capital II GP Limited (“Cevian”), pursuant to which the Company agreed to nominate Ms. Min Liu for election to the Board at the 2019 annual meeting of stockholders. The Company agreed to nominate Ms. Min Liu or a replacement designee of Cevian at future annual meetings of Autoliv to elect directors, subject to the terms and conditions of the Cooperation Agreement. Ms. Min Liu resigned from the Board in August 2022 at which time Mr. Gustav Lundgren was appointed to the vacant position in accordance with the Cooperation Agreement. The nomination of Ms. LiuMr. Lundgren for election at the 20192023 annual meeting of stockholders and herhis inclusion on future slates of directors during the Standstill Period (defined below) is conditioned upon Cevian owning at least 8% of the outstanding shares of common stock of the Company. Ms. LiuMr. Lundgren will offer herhis resignation from the Board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of Autoliv. Under the terms of the Cooperation Agreement, Cevian agreed to certain standstill restrictions including restrictions on Cevian (i) acquiring more than 19.9% of the common stock of Company, (ii) soliciting or granting proxies to vote shares of the Company’s common stock, (iii) initiating stockholder proposals for consideration by the Company’s stockholders, (iv) nominating directors for election to the Board, (v) making public announcements or communications regarding a plan or proposal to the Board, including its management plans, and (vi) submitting proposals for or offers of certain extraordinary transactions involving the Company, in each case, subject to certain qualifications or exceptions. The foregoing standstill restrictions began upon Ms. Min Liu’s election to the Board and terminate automatically upon the earliest of (i) 30 days following the time Ms. LiuMr. Lundgren (or herhis replacement, as applicable) no longer serves on the Company’s Board, (ii) the fifth business day after Cevian delivers written notice the Company of a material breach of the Cooperation Agreement by the Company if such breach is not cured within the notice period, (iii) the announcement by the Company of a definitive agreement with respect to certain transactions that would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock, or (iv) the commencement of certain tender or exchange offers which if consummated would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock (the “Standstill Period”). The Cooperation Agreement will terminate upon the expiration of the Standstill Period or any other date established by mutual written agreement of the parties. The Cooperation Agreement contains mutualnon-disparagement provisions and requires Cevian to keep confidential anynon-public information it receives by reason of Ms. Liu’sMr. Lundgren’s role as a director and to abstain from trading in securities in violation of applicable law while in possession of confidential or materialnon-public information. The Cooperation Agreement is governed by Delaware law. The parties agree that any legal action related to the Cooperation Agreement will be brought in the federal or state courts located in Wilmington, Delaware.
Communicating with the Board Any stockholder or other interested party who desires to communicate with the Board, the lead independent director,Chairman, or the independent directors regarding the Company can do so by writing to such person(s) at the following address: Board/Independent Directors c/o Executive Vice President Legal, Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden Fax: +46 8 587 20633 E-mail: legalaffairs@autoliv.com | Autoliv | | 31 | | 2023 Proxy Statement |
Communications with the Board or the independent directors may be sent anonymously and are not screened. Such communications will be distributed to the specific director(s) requested by the stockholder or interested party, to the Board, or to sessions of independent directors as a group. - 14 -
Committees of the Board There are fourthree standing committees of the Board: the (i) Audit and Risk Committee, (ii) Leadership Development and Compensation Committee, and (iii) Nominating and Corporate Governance Committee, and (iv) Risk and Compliance Committee. The Board has determined that all members of the BoardBoard’s standing committees qualify as independent directors under the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. While no formal policy exists regarding the attendance of the CEO and the Chairman at committee meetings, the practice of the Board is that the CEO and the Chairman are routinely invited to attend committee meetings and excuse them when matters relating to them are discussed or when the committees go into executive session. The Lead Independent Director is also invited to attend all committee meetings. The following table shows the composition of the committees of the Board: | | | | Present | | | January 1, 2019 – May 6, 2019 | | May 7, 2019 – Present | Audit Committee
| | Ted Senko (Chair) Hasse Johansson
David E. Kepler
| | Ted Senko (Chair)
Hasse Johansson
David E. Kepler
Min Liu
| Audit and Risk Committee | Laurie Brlas
Hasse Johansson
Gustav Lundgren* | | | | Frédéric Lissalde (Chair) | Leadership Development and
Compensation Committee | Leif Johansson
Xiaozhi Liu
Martin Lundstedt | | James M. Ringler (Chair)
| | Leif Johansson Xiaozhi Liu
| | James M. Ringler (Chair)
Leif Johansson
Min Liu
Xiaozhi Liu
| Nominating and Corporate
Governance Committee | | Leif Johansson (Chair)
Laurie Brlas
Franz-Josef Kortüm Xiaozhi Liu
James M. Ringler
| | Leif Johansson (Chair)
Franz-Josef Kortüm
Xiaozhi Liu
James M. Ringler
| Risk and Compliance Committee
| | David E. Kepler (Chair)
Hasse Johansson
Ted Senko
| | David E. Kepler (Chair)
Hasse Johansson
Ted Senko
Frédéric Lissalde |
The
(*) Appointed in August 2022 following Ms. Min Liu’s resignation from the Board and the Audit and Risk Committee. The Audit and Risk Committeeappoints, subject to stockholder ratification, the Company’s independent registered public accounting firm and is responsible for the compensation, retention and oversight of the work of the independent registered public accounting firm and for any special assignments given to such auditors. The Audit and Risk Committee reviews the independence of the independent registered public accounting firm and considers whether there should be a regular rotation of the independent registered public accounting firm. The Audit and Risk Committee also evaluates the selection of the lead audit partner, including their qualifications and performance. The Audit and Risk Committee also (i) reviews the annual audit and its scope, including the independent registered public accounting firm ’ letter of comments and management’s responses thereto; (ii) reviews the performance of the independent registered public accounting firm , including the lead audit partner; (iii) approves anynon-audit services provided to the Company by its independent registered public accounting firm; (iv) reviews possible violations of the Company’s business ethics and conflicts of interest policies; (v) reviews any major accounting changes made or contemplated; (vi) reviews the effectiveness and efficiency of the Company’s internal audit staff; and (vii) monitors financial risk and discusses risk oversight and management as part of its obligations under the NYSE’s listing standards.standards and provides routine oversight of the Company’s risk management program framework and practices. The Audit and Risk Committee also oversees cybersecurity, receiving regularquarterly cybersecurity updates from Autoliv’s management team. In addition,Additionally, the Audit and Risk Committee reviews and oversees the Company’s compliance with applicable data privacy regulations. The Audit and Risk Committee confirms that no restrictions have been imposed by Company personnel on the scope of the independent registered public accounting firm’s examinations. The Audit and Risk Committee is also responsible for the review and approval of related person transactions. Members of this committee are Messrs.Mr. Senko (Chair), Ms. Brlas, Mr. H. Johansson, Kepler, and Ms. M. Liu.Mr. Lundgren. The Audit and Risk Committee met eight times in 2019.2022.
| Autoliv | | 32 | | 2023 Proxy Statement |
TheLeadership Development and Compensation Committeeadvises the Board with respect to the compensation to be paid to the directors and executive officers of the Company and is responsible for approving the terms of contracts for the senior executives of the Company. The committee also administers the Company’s cash and stock incentive plans and reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) included in this Proxy Statement. The Leadership Development and Compensation Committee assists the Board in developing principles and policies related to management succession and the recruiting, motivation, education, diversity, retention, and ongoing development of senior management. Members of this committee are Mr. RinglerLissalde (Chair), Mr. L. Johansson, Ms. M.Dr. Liu, and Dr. X. Liu.Mr. Lundstedt. The Leadership Development and Compensation Committee met fivefour times in 2019.2022. - 15 -
TheNominating and Corporate Governance Committeeidentifies and recommends individuals qualified to serve as members of the Board and assists the Board by reviewing the composition of the Board and its committees, monitoring a process to assess Board effectiveness, and developing and implementing the Company’s Corporate Governance Guidelines. The committee also reviews sustainability, social, ethical, and corporate responsibilityenvironmental activities forof the Company. The Nominating and Corporate Governance Committee will consider stockholder nominees for election to the Board if timely advance written notice of such nominees is received by the Secretary of the Company at its principal executive offices in accordance with theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About Us – Governance – Certificate and Bylaws. By-Laws. Members of this committee are Messrs.Mr. L. Johansson (Chair), Ms. Brlas, Mr. Kortüm, and Ringler and Dr. X. Liu.Mr. Lissalde. The Nominating and Corporate Governance Committee met fourfive times in 2019.2022.
The Risk and Compliance Committee was Board may establish such other committees as it deems appropriate, in accordance with the Company’s By-laws. In 2019, the Board formed asthe Funding Committee, which is not a standing committee but a special committee that meets only as needed. The sole purpose is to act on behalf of the Board in June 2011, and was made a standing committee in December 2018, to assist the Board in overseeing the Company’s compliance program with respect to (i) compliance with the lawsrenewals and regulations applicable toissuances under the Company’s business and (ii) compliance with the Company’s Standards of Business Conduct and Ethics and related policies by employees, officers, directors and other agents and associatesEuropean Medium Term Note Programme. The members of the Company thatFunding Committee are designed to support lawfulDr. Liu, Mr. Kortüm, and ethical business conductMr. Senko. No compensation is paid for service on this special committee. The Funding Committee acted by the Companywritten consent once in 2022. | Autoliv | | 33 | | 2023 Proxy Statement |
Audit and its employees and promote a culture of compliance. The Risk and Compliance committee reviews with and receives reports from management on the Company’s risk framework. The Risk and Compliance Committee also oversees risks relevant to our information technology environment and the investigation of any alleged noncompliance with law or the Company’s compliance programs policies or procedures that is reported to the Risk and Compliance Committee (except any relating to financial compliance, which are overseen by the Audit Committee). Members of this committee are Messrs. Kepler (Chair), H. Johansson, and Senko. The Risk and Compliance Committee works closely with the other committees of the Board and has three members that also serve on the Audit Committee, one of which serves as the Chair. The Risk and Compliance Committee met four times in 2019. Audit Committee Report
The Audit and Risk Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions, the financial reporting process, internal controls, legal and internal controls.regulatory compliance program, and risk management, including those relevant to the Company’s information technology environment. The committee is directly responsible for the selection, appointment, compensation, retention, and oversight of the independent registered public accounting firm. The Audit and Risk Committee acts pursuant to a written charter. The committee’s current charter is posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors – Committees–Committees and can also be obtained free of charge in print by request from the Company using the contact information below. Each member of the Audit and Risk Committee is “independent” as defined in, and is qualified to serve on the committee pursuant to, the rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. Each member is financially literate and possesses accounting or related financial management expertise, and Mr. Senko hasand Ms. Brlas have each been determined by the Board to qualify as an “audit committee financial expert” as defined by the SEC. Pursuant to the charter of the Audit and Risk Committee, no member of the Audit and Risk Committee may serve on the audit committee of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such Audit and Risk Committee member to effectively serve on the Audit and Risk Committee. Meeting agendas are established by the Audit and Risk Committee Chair. In 2022, the Audit and Risk Committee held separate private sessions with the Independent Registered Public Accounting Firm Partners, Vice President of Group Internal Audit, and the Chief Financial Officer. The Audit and Risk Committee is responsible for reviewing with management the Company’s disclosure controls and procedures related to internally reporting and processing information and cybersecurity risks and incidents to ensure that such information is reported to the appropriate personnel to enable senior management to make timely and appropriate disclosure decisions with respect to such information. The committee also oversees the general compliance and information security compliance training programs. In implementing its oversight, the Audit and Risk Committee receives at least quarterly updates from senior management. The Audit and Risk Committee discussed with the independent registered public accounting firm the matters required to be discussed under the applicable auditing standards of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Company’s independent registered public accounting firm provided to the Audit and Risk Committee the written disclosures required by the PCAOB’s applicable requirements regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence. The Audit and Risk Committee has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit and Risk Committee reviews and oversees the independence of the independent registered public accounting firm and has concluded that the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with the independent registered public accounting firm’s independence. The Audit and Risk Committee evaluates the performance of the independent registered accounting firm and is satisfied with its performance. The Audit and Risk Committee reviews the Company’s financial reporting process on behalf of the Board. In fulfilling its responsibilities, the Audit and Risk Committee has reviewed and discussed the audited financial statements contained in the Annual Report on Form10-K for the fiscal year ended December 31, 20192022 with the Company’s management and independent registered public accounting firm. The Company’s management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the U.S. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under the applicable auditing standards of the Public Company Accounting Oversight Board (“PCAOB”). In addition, Ernst and Young AB has been retained as the Company’s independent registered public accounting firm provided tocontinuously since May 1997 and in the same capacity for Autoliv AB since 1984. The members of the Audit and Risk Committee and our Board recommend the written disclosures required bycontinued retention of Ernst and Young to serve as the PCAOB’s applicable requirements regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with theCompany’s independent registered public accounting firm the independent registered publicfor 2023.
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accounting firm’s independence. The Audit Committee reviews and oversees the independence of the independent registered public accounting firm and has concluded that the independent registered public accounting firm’s provision ofnon-audit services to the Company is compatible with the independent registered public accounting firm’s independence. In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Board (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019,2022, for filing with the SEC.
| Autoliv | | 34 | | 2023 Proxy Statement |
The Audit and Risk Committee can be contacted regarding accounting, internal accounting controls, auditing, compliance, or auditingrisk management matters as follows: The Audit and Risk Committee c/o Executive Vice President, Legal Affairs; General Counsel; and Secretary Autoliv, Inc., Box 70381 SE-107 24 Stockholm, Sweden Fax: +46 8 587 20 633 E-mail: legalaffairs@autoliv.com Communications with the committee are not screened and can be made anonymously. The Chair of the committee will receive all such communications after it has been determined that the contents represent a message to the committee. | Ted Senko, Chair
Laurie Brlas
Hasse Johansson
Gustav Lundgren |
| Autoliv | | 35 | | 2023 Proxy Statement |
Hasse Johansson
David E. Kepler
Min Liu
Nominating and Corporate Governance Committee Report The Nominating and Corporate Governance Committee of the Board is responsible for identifying and recommending to the Board individuals who are qualified to serve as directors and contribute as Board committee members. The Nominating and Corporate Governance Committee further advises the Board on composition and procedures of committees and is responsible for maintaining the Company’s Corporate Governance Guidelines and overseeing the evaluation of the Board and its committees and members of the Company’s management. The Nominating and Corporate Governance Committee of the Board also periodically reviews the significant sustainability, social, ethical, and environmental activities of the Corporation.
The Nominating and Corporate Governance Committee acts pursuant to a written charter. A copy of the committee’s charter is available on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors ––– Committees and can also be obtained free of charge in print by request from the Company using the contact information below. Each of the members of the committee is “independent” as defined in, and is qualified to serve on the committee pursuant to, the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC.
The Nominating and Corporate Governance Committee considered and recommended that Mr. Mikael Bratt, Ms. Laurie Brlas, Mr. Jan Carlson, Mr. Hasse Johansson, Mr. Leif Johansson, Mr. David E. Kepler, Mr. Franz-Josef Kortüm, Ms. Min Liu,Mr. Frédéric Lissalde, Dr. Xiaozhi Liu, Mr. James M. Ringler,Gustav Lundgren, Mr. Martin Lundstedt, and Mr. Ted Senko be nominated for election by the stockholders at the Annual Meeting. Ms. Brlas, Dr. Liu, Ms. Liu, and Messrs. Carlson, H. Johansson, L. Johansson, Kepler, Kortüm, Ringler,Lissalde, Lundgren, Lundstedt, and Senko are each “independent” as defined in the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC.
The Nominating and Corporate Governance Committee will consider a director candidate nominated by a stockholder provided such nomination is submitted to the committee within the period set forth in Article II, Section 6 of theBy-Laws. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the candidate’s qualifications.
The Nominating and Corporate Governance Committee understands the importance of and seeks a Board of Directors of individuals with a diverse range of experiences, qualifications, views, and backgrounds. When considering possible candidates for election as a director, the committee evaluates whether a candidate has (i) attained a position of leadership in the candidate’s - 17 -
area of expertise, (ii) business and financial experience relevant to the Company, (iii) demonstrated sound business judgment, (iv) expertise relevant to the Company’s lines of business, (v) independence from management, (vi) the ability to serve on standing committees, and (vii) the ability to serve the interests of all stockholders. The committee also considers attributes such as diversity of race, ethnicity, gender, age, and cultural background when selecting director nominees and seeks director nominees that reflect the global operations of the Company. The current Board nominees consistconsists of directors who are citizens of, or residents ofreside in, multiple countries including China, France, Germany, Sweden, and the U.S., Sweden, Switzerland, China, and Germany, andinclude directors with a diverse range of backgrounds, perspectives, and management, operating, finance and engineering skills and experiences. The Nominating and Corporate Governance Committee continues to look for opportunities to further progress its diversity initiatives.initiatives and attract qualified diverse candidates whose expertise and personal characteristics align with the Company’s long-term business strategy. Although the Company has not adopted specific targets, the Nominating and Corporate Governance Committee will continue to consider the level of representation of women and other diverse candidates on the Board when making recommendations for nominees to the Board.
The Nominating and Corporate Governance Committee periodically engages firms that specialize in identifying director candidates. The Nominating and Corporate Governance Committee also, from time to time, identifies potential director nominees by asking current directors and executive officers to notify the committee if they become aware of persons meeting the criteria described above. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the committee collects and reviews publicly available information regarding the person to determine whether further consideration should be given to the person’s candidacy. If the Nominating and Corporate Governance Committee determines that the candidate warrants further consideration, the Chair of the committee or another member of the committee will contact such person. Generally, if the person
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expresses a willingness to be considered to serve on the Board, the Nominating and Corporate Governance Committee will request information from the candidate, review the candidate’s accomplishments and qualifications in light of the qualifications of any individuals the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s accomplishments. The Nominating and Corporate Governance Committee’s evaluation process does not vary when a candidate is recommended by a stockholder. The Nominating and Corporate Governance Committee can be contacted as follows:
The Nominating and Corporate Governance Committee
c/o Executive Vice President, Legal Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
Fax: +46 8 587 20 633
E-mail: legalaffairs@autoliv.com
Communications with the committee are not screened and can be made anonymously. The Chair of the committee receives all such communications after it has been determined that the content represents a message to the committee.
| Leif Johansson, Chair | | | Laurie Brlas | | | Franz-Josef Kortüm | | | Frédéric Lissalde | | | | |
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Franz-Josef Kortüm
Xiaozhi Liu
James M. Ringler
Leadership Development and Compensation Committee Duties, Procedures and Policies The Leadership Development and Compensation Committee acts pursuant to a written charter. The charter is posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors – Committees,–Committees, and can also be obtained free of charge in print by request from the Company using the contact information below. Each member of the Leadership Development and Compensation Committee has been determined by the Board to be “independent” as defined in, and is qualified to serve on the committee pursuant to, the rules of the NYSE, the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated by the SEC.
The Leadership Development and Compensation Committee is responsible for (i) reviewing annually the Company’s executive compensation plans in light of the Company’s goals and objectives of such plans; (ii) evaluating annually the performance of the Chief Executive Officer in light of the goals and objectives of the - 18 -
Company’s executive compensation plans and, together with the other independent directors, determining, and approving the Chief Executive Officer’s compensation level based on this evaluation; (iii) evaluating annually the performance of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation plans, and setting the compensation of such other executive officers based on this evaluation; (iv) evaluating annually the appropriate level of compensation for Board and committee service bynon-employee directors; (v) reviewing and approving any severance or termination arrangements to be made with any executive officer of the Company; (vi) reviewing perquisites or other personal benefits to the Company’s executive officers and directors and recommending any changes to the Board; (vii) developing the Company’s plans for management succession and recruiting, retaining, and developing management; (viii) reviewing and discussing with management the CD&A, beginning on page 2546 of this Proxy Statement, and based on that review and discussion, recommending to the Board that the CD&A be included in the Company’s annual proxy statement or annual report on Form10-K; (ix) preparing the Leadership Development and Compensation Committee Report for inclusion in the annual proxy statement or annual report on Form10-K; (x) reviewing the description of the Leadership Development and Compensation Committee’s process and procedures for the consideration and determination of executive officer and director compensation to be included in the Company’s annual proxy statement or annual report on Form10-K; (xi) reviewing the results of the most recent stockholder advisory vote on executive compensation and recommending to the Board the frequency of such vote; and (xii) performing such duties and responsibilities as may be assigned by the Board under the terms of the Company’s general compensation plans and other employee benefit plans, including oversight of pay equality on behalf of the Board.
The Leadership Development and Compensation Committee from time to time uses independent compensation consultants to provide advice and ongoing recommendations regarding executive compensation. In 2018,2022, the Leadership Development and Compensation Committee engaged Frederic W. Cook & Co., Inc.Meridian Compensation Partners (“FW Cook”Meridian”) as its independent advisor. FW Cook reported directly to the Leadership Development and Compensation Committeeadvisor with respect to executive compensation matters. In 2019,2022, the Company also engaged Willis Towers Watson Consulting AB (“Towers Watson”) and Mercer Sweden AB (“Mercer”) as a compensation consultant. For additional information regarding the role of each of these compensation consultants and the scope of their engagement, see page 3253 of this Proxy Statement.
The Leadership Development and Compensation Committee considered the independence of Meridian, Mercer, and Towers Watson and FW Cook under the SEC rules and NYSE listing standards. The Leadership Development and Compensation Committee also received a letter from each of Meridian, Mercer, and Towers Watson and FW Cook addressing their independence. The Leadership Development and Compensation Committee considered the following factors in determining the independence of the compensation consultants: (i) other services provided to the Company by each of Towers Watson and FW Cook;the consultants; (ii) fees paid by the Company as a percentage of each consultant’s total revenue; (iii) policies or procedures maintained by Towers Watson and FW Cookthe consultants that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Leadership Development and Compensation Committee; (v) any Company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between the Company’s executive officers and Meridian, Mercer and Towers Watson or FW Cook or the individual consultants involved in the engagement. The Leadership Development and Compensation Committee discussed these independence factors and concluded that the work of Meridian, Mercer and Towers Watson and FW Cook did not raise any conflicts of interest.
The Leadership Development and Compensation Committee may form subcommittees for any purpose it deems appropriate and may delegate to any subcommittee such power and authority as it deems appropriate provided that no subcommittee shall consist of fewer than two members and that the Leadership Development and Compensation
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Committee shall not delegate any power or authority required by any law, regulation or listing standard to be exercised by the Leadership Development and Compensation Committee as a whole. Under the Company’s 1997 Stock Incentive Plan, as amended and restated (the “1997 Plan”), the Leadership Development and Compensation Committee may, to the extent that any such action will not prevent the 1997 Plan from complying with applicable rules and regulations, delegate any of its authority thereunder to such persons as it deems appropriate. In addition, the Leadership Development and Compensation Committee has delegated to the CEO the authority to determine certain grants under the Company’s long-term incentive plan, subject to established grant limits. The Leadership Development and Compensation Committee reviews the compensation levels set by the CEO under the long-term incentive program.
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The Company’s Executive Vice President, Human Resources and Sustainability generally acts as Secretary of the Leadership Development and Compensation Committee.
The Leadership Development and Compensation Committee can be contacted as follows:
The Leadership Development and Compensation Committee c/o Executive Vice President, Legal Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
Fax: +46 8 587 20 633
E-mail: legalaffairs@autoliv.com
Communications with the committee are not screened and can be made anonymously. The Chair of the committee receives all such communications after it has been determined that the content represents a message to the committee.
Leadership Development and Compensation Committee Interlocks and Insider Participation The Leadership Development and Compensation Committee is comprised exclusively of directors who have never been employed by the Company and who are “independent” as defined in the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. No executive officer of the Company served as a member of the compensation committee of another entity, one of whose executive officers served on the Company’s Leadership Development and Compensation Committee. No executive officer of the Company served as a director of another entity, one of whose executive officers either served on the compensation committee of such entity or served as a director of the Company (i.e. no interlocks exist).
Leadership Development and Compensation Committee Report1 The Leadership Development and Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 20192022 Annual Report on Form10-K. James M. Ringler,
| Frédéric Lissalde, Chair | | | Leif Johansson | | | Xiaozhi Liu | | | Martin Lundstedt | |
Leif Johansson
Min Liu
| 1 | The material in this report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing. |
| Autoliv | | 39 | | 2023 Proxy Statement |
Xiaozhi Liu
The Swedish Corporate Governance Code Swedish companies with shares admitted to trading on a regulated market in Sweden, including the Nasdaq Stockholm, are subject to the Swedish Corporate Governance Code (the “Swedish Code”). This is a codification of best practices for Swedish listed companies based on Swedish practices and circumstances. The Swedish Code follows a “comply or disclose” approach; its recommendations are not binding on companies but if its recommendations are not complied with, the deviation must be explained. Anon-Swedish company listed in Sweden can elect to either apply the Swedish Code or the corresponding local rules and codes where the company’s shares have their primary listing or where the company is headquartered. As a Delaware corporation with its primary listing on the NYSE, the Company has elected to apply U.S. corporate governance rules and standards. This section and other parts of this Proxy Statement provide detailed information on various subjects covered by the Swedish Code. 1 | The material in this report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing.
|
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In addition to, and consistent with, these statutory laws and regulations, Autoliv is governed by its own charter documents and internal standards and policies through its Restated Certificate of Incorporation, Third RestatedBy-Laws, By- Laws, Corporate Governance Guidelines, and Standardsthe Autoliv Code of Business Conduct and Ethics.Conduct. These charter documents and internal standards and policies guide and assist the Board in the exercise of its responsibilities and reflect the Board’s commitment to fostering a culture of integrity and monitoring the effectiveness of policy and decision-making, both at the Board and management level. The Board views corporate governance as an integral part of the basic operations of the Company and a necessary element for long-term, sustainable growth in stockholder value.
Forward-Looking Statements This Proxy Statement contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events, or developments that the Company or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.
In some cases, you can identify these statements by forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “likely,” “might,” “would,” “should,” “could,” or the negative of these terms and other comparable terminology, although not all forward-looking statements contain such words.
Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation: general economic conditions; the impacts of the coronavirus (COVID-19) pandemic and the disruptions and impact relating to the ongoing conflict between Russia and Ukraine on the Company’s financial condition, business operations, operating costs, liquidity, competition and the global economy; changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier; global supply chain disruptions including port, transportation and distribution delays or interruptions; supply chain disruptions and component shortages specific to the automotive industry or the Company; changes in general industry and market conditions or regional growth or decline; changes in and the successful execution of our capacity alignment, restructuring and cost reduction and efficiency initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer and customer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies; consolidations or restructuring or divestiture of customer brands; unfavorable fluctuations in currencies or interest rates among the various jurisdictions in which we operate; component shortages; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing negotiations with customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claims and investigations and other litigation, civil judgements or financial penalties and customer reactions thereto; higher expenses for our pension and other
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postretirement benefits including higher funding needs for our pension plans; work stoppages or other labor issues; possible adverse results of pending or future litigation or infringement claims;claims and the availability of insurance with respect to such matters; our ability to protect our intellectual property rights; negative impacts of antitrust investigations or other governmental investigations and associated litigation relating to the conduct of our business; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limiting our business; political conditions; our ability to meet our sustainability targets, goals and commitments; political conditions; dependence on and relationships with customers and suppliers; the conditions necessary to hit or mid- and long-term financial and greenhouse gas emission targets; and other risks and uncertainties identified in Item 1A “Risk Factors” in our Annual Report for the fiscal year ended December 31, 20192022 and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report for the fiscal year ended December 31, 2019.2022.
For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.
| Autoliv | | 41 | | 2023 Proxy Statement |
| Executive Officers Of The Company |
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Set forth below is information regarding the current executive officers of the Company who are not also directors (information about Mr. Mikael Bratt, President and Chief Executive Officer, can be found on page 415 of this Proxy Statement):
Svante MogeforsFredrik Westin, , age 65, Group Vice President Quality from April 2005 to June 2018 then50, Chief Financial Officer and Executive Vice President, Quality.Finance since May 2020. From 2015 through 2020, Mr. Mogefors additionallyWestin served as the actingChief Financial Officer at Sandvik Mining and Rock Technology, The Netherlands. Mr. Westin served as Chief Financial Officer and Vice President Operations following the departure of Finance, Information Technology, Integration & Change Office for Johnson Controls’ Global Automotive Interiors business from 2014 to 2015, based in Japan. Prior to that, Mr. CarpenterWestin held roles with Johnson Controls in September 2018 until August 2019. In March 2009,Germany, China, and Japan from 2006 to 2014. Mr. Mogefors took the additional role ofWestin began his career with Volkswagen in 1998 and served in various leadership roles with WestLB from 2002 through 2006. Mr. Westin holds an MBA from Insead, France, and an MSc in Mechanical Engineering from RWTH Aachen, Germany.
Per Ericson, age 59, Executive Vice President, Manufacturing.Human Resources and Sustainability since July 2020. Mr. Mogefors initially joinedEricson previously served as Senior Vice President and a member of the management team of Husqvarna Group from October 2011 until joining Autoliv in 1985July 2020. During his employment at Husqvarna, Mr. Ericson oversaw several functions including business development, communications, brand & marketing, and has experience in several roles withinpeople & organization. Between April 2006 and July 2011, he was an Executive Vice President and member of the Company, including inexecutive committee of Haldex Group and served as Chairman of the areasBoard of productDirectors of Persona Brands AB from 2012-2018. He is a member of the Board of Directors of the Blue Institute AB, a Swedish non-profit that promotes research and knowledge development process implementations,for entrepreneurs and quality control. Between 1990 and 1996,organizations. Mr. Mogefors was for a period President of Lesjöfors Herrljunga AB and for another period President of MoelvenE-Modul AB. Mr. MogeforsEricson holds a Master of Science degree from the ChalmersSwedish University of TechnologyAgricultural Sciences in Gothenburg, Sweden.
Anthony Nellis,, age 52,55, Executive Vice President, Legal Affairs, General Counsel, and Secretary since June 2018. From 2002 until his appointment to his current position, Mr. Nellis served in a number ofseveral positions in the Autoliv Legal Department with increasing responsibilities. Most recently, he served as Vice President Legal, Autoliv Passive Safety, a segment of Autoliv, between July 2014 until June 2018. He served as Vice President, Legal for Autoliv Asia from May 2010 until July 2014. Overlapping with that role, he served as the Interim Vice President, General Counsel, and Secretary from January 2014 to December 2014. Prior to joining Autoliv, Mr. Nellis was a commercial litigator with Kitch Drutchas from 1996 to 2002. Mr. Nellis has a B.A. from Alma College and a J.D. from the University of Detroit.
Sherry VasaJordi Lombarte, , age 53,55, Executive Vice President Human Resources and Sustainability since June 2018. Ms. Vasa first joined the company in February 1992 and has held positions of increasing responsibilities. From September 2014 through June 2018, she served as Vice President Human Resources for Autoliv Passive Safety, a segment of Autoliv, Prior to that role. Ms. Vasa served as Vice President, Human Resources for Autoliv Asia, a division, from August 2011 through September 2014. Ms. Vasa has a B.A. from Chadron State College.
Jordi Lombarte, age 52, Chief Technology Officer since April 2018. Mr. Lombarte first joined Autoliv in 1992. During the course of a twenty-fivetwenty-eight year career with Autoliv, he has held numerous positions of increasing responsibility. Prior to his current role, Mr. Lombarte served as Vice President Engineering of Autoliv Passive Safety, a segment of Autoliv, between April 2017 and April 2018. Prior to that, he served as Vice President Engineering, Autoliv Americas, a division, from August 2013 to April 2017 after serving as Global Senior Director of Seatbelt Development between September 2008 and August 2013. Mr. Lombarte has a Master’s Degree in Mechanical Engineering from Escola Tecnica Superior d’Enginyers Industrials de Terrasa.
Daniel Garceau, age 52, President, Autoliv Americas since April 2018, after being PAS President North America since September 2014 and PAS Vice President Airbags Americas since March 2011. Mr. Garceau started at Morton International in 1993 prior to the 1997 Autoliv merger and has held various positions of increasing responsibility in Engineering and Operations including Director of Quality European Airbags and Plant Manager. From 2008 to 2010, Mr. Garceau worked for the corporate office of Danaher Corporation as a corporate director of the Danaher Business System (DBS). Mr. Garceau holds a Bachelor of Science degree in Mechanical Engineering from The University of Michigan and an MBA from Utah State University.
Brad Murray, age 60, President Autoliv Asia, a division, since April 2018. Mr. Murray began his career with Autoliv in 1987. His two most recent roles have been as President Autoliv Japan and ASEAN from September 2014 through April 2018 and President Autoliv Japan from January 2001 through September 2014. He has a BSc. in Mechanical Engineering from Brigham Young University and an MBA from University of Phoenix.
Jennifer Cheng, age 54, President Autoliv China, a division, since April 2018. Ms. Cheng previously served as PAS President TCH since April 2015 and PAS Vice President China Technical Center since November 2013. Before serving in those roles, she served as PAS Autoliv China Vice President for Seat Belts between 2010 and November 2013. She began her career with Autoliv as NHA General Manager in November 2006. Before joining Autoliv, Ms. Cheng served various roles of increasing responsibility with BorgWarner between 1998 and 2008. Ms. Cheng has a B.S. degree in Nuclear Power and Engineering from Shanghai Jiaotong University and an MBA from the joint program between Ningbo University and Canberra University.
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Frithjof Oldorff, age 53, President Autoliv Europe since September 2019. From July 2013 until September 2019, he previously served as President of Gentherm, Inc.’s Automotive Business Unit with assignments first in Odelzhausen, Germany then in Northville, Michigan, USA. Preceding that, he held various positions with Faurecia, an operations role with Freudenberg, and was COO of W.E.T. Automotive Systems. Mr. Oldorff has diploma in Industrial Engineering from the Technical University in Darmstadt, Germany.
Christian Hanke, age 51, Vice President, Corporate Control since November 2016. Mr. Hanke also serves as our Interim Chief Financial Officer since the departure of Mr. Mats Backman from the Company on February 28, 2019. From April 2013 until November 2016, Mr. Hanke served as Vice President, International Financial Controller and head of Accounting operations for Nasdaq based in Stockholm, Sweden. From December 2007 to March 2013, he served in various roles of increasing responsibility with American Express based in Stockholm, Sweden. Prior thereto Mr. Hanke began his career with Coopers & Lybrand. Mr. Hanke is a certified public accountant in the state of Massachusetts and has a BSc in Business Administration and Economics from Uppsala University, Sweden.
Christian Swahn, age 49, Executive Vice President, Global Supply Chain Management since August 2019. His previously served as Senior Vice President of Purchasing for Volvo Bus Corporation from April 2016 until August 2019. From October 2013 to March 2016 he served as Purchasing Director of Industrial Market and Global Categories of SKF AB. Pervious roles also include positions with Volvo Penta and Finnveden. Mr. Swahn holds a Master of Science in Mechanical Engineering from the KTH Royal Institute of Technology in Stockholm, Sweden and an Executive MBA from the School of Business, Economics and Law in Gothenburg, Sweden.
Magnus Jarlegren,, age 41,44, Executive Vice President, Operations since August 2019. From 2014 until August 2019, Mr. Jarlegren was employed by Sandvik Coromant and various affiliates, first as Vice President of Production and then as Vice President of Supply. Prior to that, Mr. Jarlegren began his work in consulting first with three years with Solving EFESO and then ten years with McKinsey & Co. Mr. Jarlegren studied Mechanical Engineering fromat Chalmers University of Technology in Gothenburg, Sweden.
Fredrik WestinChristian Swahn, , age 47, Chief Financial Officer and52, Executive Vice President, FinanceGlobal Supply Chain Management since May 2, 2020. From 2015 through 2019, Mr. WestinAugust 2019. His previously served as Chief Financial Officer at Sandvik Mining and Rock Technology, The Netherlands. From 2014 to 2015, Mr. Westin served as Chief Financial Officer andSenior Vice President of Finance, Information Technology, Integration & Change OfficePurchasing for Johnson Controls’Volvo Bus Corporation from April 2016 until August 2019. From October 2013 to March 2016 he served as Purchasing Director of Industrial Market and Global Automotive Interiors business from 2014 to 2015, based in Japan. Prior to that,Categories of SKF AB. Previous roles also include positions with Volvo Penta and Finnveden. Mr. Westin held roles with Johnson Controls in Germany, China and Japan from 2006 to 2014. Mr. Westin began his career with Volkswagen in 1998 and served in various leadership roles with WestLB from 2002 through 2006. Mr. WestinSwahn holds an MBA from Insead, France, and an MSca Master of Science in Mechanical Engineering from RWTH Aachen, Germany.the KTH Royal Institute of Technology in Stockholm, Sweden and an Executive MBA from the School of Business, Economics and Law in Gothenburg, Sweden.
| Autoliv | | 42 | | 2023 Proxy Statement |
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Jonas Jademyr, age 56, Executive Vice President Quality and Program Management since January 2023. Mr. Jademyr first joined Autoliv in February 2021 as Vice President and Head of Program Management. Prior to joining Autoliv, Mr. Jademyr had several roles with AB Volvo including Vice President, Head of Powertrain Product Management of Volvo Trucks between December 2020 and February 2021, Vice President, Head of Global Commercial Launches of Volvo Trucks between October 2018 and November 2020, Vice President, Head of Product Line FH between January 2017 and September 2018, Vice President, Head of Volvo Group Heavy Duty Powertrain Range between December 2016 and December 2017. Between November 2013 and November 2016, Mr. Jademyr served as Senior Vice President, Head of Quality, Safety & Sustainability of Volvo Construction Equipment and was a member of the Volvo Construction Executive Team. Mr. Jademyr is a member of the Board of Directors of Flexound Augmented Audio Oy, a private Finnish company, since September 2022. Mr. Jademyr holds an Engineering degree from Gothenburg Upper School of Technology, Gothenburg, Sweden and an MBA degree from Henley Business School, University of Reading, United Kingdom.
Kevin Fox, age 55, President, Autoliv Americas since June 2020. Mr. Fox previously served as Vice President Operations for Autoliv South America from September 2018 until June 2020. He previously served as Managing Director/Plant Manager for Autoliv Automotive Safety Products between May 2016 and August 2018 and Plant Manager of the ITO facility from April 2011 until May 2016. Mr. Fox holds an MBA degree from Utah State University and a Bachelor of Science in Manufacturing Engineering from Oregon State University.
Colin Naughton, age 55, President, Autoliv Asia since November 2020, Mr. Naughton first joined Autoliv in 1995 and has held several positions of increasing responsibility over that period. He most recently served as President, Japan/Asean since April 2020. Prior to that, he served as Vice President, Seatbelt Operations, Division Asia from May 2018 until April 2020 and as Vice President, Seatbelt Operations, Japan/Asean from January 2015 until May 2018. Mr. Naughton has also previously served as President, Japan/Asean and President, Thailand in the past and is very familiar with the Asia division’s management team. Mr. Naughton holds a Bachelor of Technology degree from the National University of Ireland, Galway.
Sng Yih, age 54, President, Autoliv China since January 2022. Mr. Yih joined Autoliv after serving as AP President of Lear E-Systems from September 2019 until January 2022, VP/GM of Tenneco Clean Air, Asia Pacific from April 2017 through August 2019, and VP/GM, Tenneco Clean Air, China from March 2015 to April 2017. Mr. Yih holds an MBA in Strategic Management from the Nanyan Business School in Singapore and a BSc. Economics and Sociology from the National University of Singapore.
Frithjof Oldorff, age 56, President, Autoliv Europe since September 2019. From July 2013 until September 2019, he served as President of Gentherm, Inc.’s Automotive Business Unit with assignments first in Odelzhausen, Germany then in Northville, Michigan, USA. Preceding that, he held various positions with Faurecia, an operations role with Freudenberg, and was COO of W.E.T. Automotive Systems. Mr. Oldorff has a diploma in Industrial Engineering from the Technical University in Darmstadt, Germany.
Mikael Hagstrom, age 56, Vice President, Corporate Control since September 2020. Mr. Hagström joined Autoliv in August 2020 after a lengthy career with a variety of businesses in the Volvo Group. He most recently served as the Chief Financial Officer of DongFeng Commercial Vehicles in China, a joint venture of DongFeng Group and AB Volvo, between July 2016 and December 2019. Prior to that, he served as the Senior Vice President, Head of Corporate Financial Reporting for the Volvo Group between October 2006 and March 2016. Mr. Hagström holds a B.Sc. in Business Administration from the Göteborg University Business School of Economics in Sweden.
| Autoliv | | 43 | | 2023 Proxy Statement |
| Security Ownership of Certain Beneficial Owners and Management |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 20192022 for each person known by us to beneficially own more than 5% of our common stock, except where otherwise noted, and as of March 13, 202015, 2023 for (i) each of our directors and nominees; (ii) our named executive officers (as defined on page 2546 of this Proxy Statement); and (iii) our directors, named executive officers and executive officers as a group.
| | | | | | | | | | | | Common Stock
Beneficially Owned(1)(2) | | Name of Beneficial Owner | | Number of
Shares | | | Percent of
Total | | 5% Stockholders | | | | | | | | | Cevian Capital II GP Limited(3) | | | 8,376,924 | | | | 9.6 | | 11-15 Seaton Place | | | | | | | | | St. Helier, Jersey JE4 0QH, Channel Islands | | | | | | | | | Alecta pensionsförsäkring, ömsesidigt(4) | | | 5,676,200 | | | | 6.5 | | Regeringsgatan 107,SE-103 73 | | | | | | | | | Stockholm, Sweden | | | | | | | | | AMF Pensionsförsäkring AB(5) | | | 5,280,275 | | | | 6.1 | | Klara Södra Kyrkogata 18 | | | | | | | | | SE-113 88, Stockholm, Sweden | | | | | | | | | | | | Directors | | | | | | | | | Jan Carlson | | | 82,083 | | | | * | | Hasse Johansson | | | 627 | | | | * | | Leif Johansson | | | 14,644 | | | | * | | David E. Kepler | | | 3,541 | | | | * | | Franz-Josef Kortüm | | | 3,751 | | | | * | | Min Liu | | | 0 | | | | * | | Xiaozhi Liu | | | 5,290 | | | | * | | James M. Ringler | | | 6,684 | | | | * | | Ted Senko | | | 690 | | | | * | | | | | Currently Employed Named Executive Officers | | | | | | | | | Mikael Bratt | | | 4,097 | | | | * | | Jordi Lombarte | | | 1,957 | | | | * | | Daniel Garceau(7) | | | 820 | | | | * | | Brad Murray | | | 6,911 | | | | * | | | | | Formerly Employed Named Executive Officers | | | | | | | | | Christian Hanke(8) | | | 478 | | | | * | | Mats Backman(9) | | | 1,621 | | | | * | | Michael Hague(10) | | | 299 | | | | * | | | | | All directors, named executive officers and executive officers as a group
(23 individuals)(6) | | | 159,765 | | | | * | |
| | | Common Stock
Beneficially Owned(1)(2) | | Name of Beneficial Owner | | Number of
Shares | | Percent of
Total | | 5% Stockholders | | | | | Cevian Capital II GP Limited(3)
11-15 Seaton Place
St. Helier, Jersey JE4 0QH, Channel Islands | | 9,319,667 | | 10.8% | Alecta pensionsförsäkring, ömsesidigt(4)
Regeringsgatan 107, SE-103 73
Stockholm, Sweden | | 6,442,200 | | 7.5% | AMF TJÄNSTEPENSION AB(5)
Klara Södra Kyrkogata 18 SE-113 88
Stockholm, Sweden | | 5,407,193 | | 6.3% | | Directors | | | | | | Jan Carlson | | 77,493 | | * | | Laurie Brlas | | 3,101 | | * | | Hasse Johansson | | 6,177 | | * | | Leif Johansson | | 20,194 | | * | | Franz-Josef Kortüm | | 9,301 | | * | | Frédéric Lissalde | | 1,989 | | * | | Xiaozhi Liu | | 10,840 | | * | | Gustav Lundgren | | 0 | | * | | Martin Lundstedt | | 1,486 | | * | | Ted Senko | | 6,240 | | * | | Named Executive Officers | | | | | | Mikael Bratt | | 13,321 | | * | | Fredrik Westin | | 4,142 | | * | | Frithjof Oldorff | | 4,613 | | * | | Sng Yih | | 2,606 | | * | | Anthony Nellis | | 5,619 | | * | All directors, named executive officers, and executive
officers as a group (23 individuals)(6) | | 191,138 | | * |
* Less than 1%
(1)Autoliv | | 44 | | 2023 Proxy Statement |
| * | Less than 1% | | (1) | Based on 87,315,51285,922,245 shares of the Company’s common stock outstanding as of February 29, 202028, 2023 except as noted below. The figures in the table and notes thereto represent beneficial ownership and sole voting and investment power except where indicated. |
(2) | (2) | Includes restricted stock units and performance stock units that vested on February 15, 2023, February 19, 20202023, and March 2, 2023 and shares which the following individuals have the right to acquire upon exercise of options exercisable within 60 days: Jan CarlsonAnthony Nellis – 18,726 shares, Brad Murray – 5,825.760. |
(3) | (3) | The number of shares owned was provided by Cevian Capital II GP Limited (“Cevian”) pursuant to Amendment No. 5 to its Schedule 13DForm 4 filed with the SEC on March 1, 2019,August 31, 2022, indicating beneficial ownership as of March 1, 2019.August 31, 2022. Cevian reported sole power to vote and dispose of all such shares. |
(4) | (4) | The number of shares owned was provided by Alecta pensionsförsäkring, ömsesidigt pursuant to Amendment No. 7 to its Schedule 13G filed with the SEC on January 21, 2020,February 6, 2023, indicating beneficial ownership as of December 31, 2019.2022. Alecta pensionsförsäkring, ömsesidigt reported sole power to vote and dispose of all such shares. |
(5) | (5) | The number of shares owned was provided by AMF TJÄNSTEPENSION AB (formerly known as AMF Pensionsförsäkring AB,AB), pursuant to Amendment No. 710 to its Schedule 13G filed with the SEC on January 30, 2020,27, 2023, indicating beneficial ownership as of December 31, 2019.2022. AMF PensionsförsäkringTJÄNSTEPENSION AB reported sole power to vote and dispose of 3,450,0003,000,000 shares and shared power to vote and dispose of 1,830,2752,407,193 shares. |
(6) | (6) | Includes 35,030(i) 2,071 shares issuable upon exercise of options exercisable within 60 days and (ii) restricted stock units and performance stock units that vested on February 15, February 19, 2020.and March 2, 2023. |
(7)Autoliv | | 45 | | 2023 Proxy Statement |
Notified of intention to resigned employment effective no later August 10, 2020.
| Compensation Discussion and Analysis |
(8) | Resigned employment effective as of March 1, 2020.
|
(9) | Resigned employment effective as of February 28, 2019.
|
(10) | Employment ended as of April 12, 2019.
|
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis (CD&A)(“CD&A”) describes the material elements of compensation awarded to, earned by, or paid to each of the Company’s “named executive officers” during the last completed fiscal year, and discusses the principles and decisions underlying our executive compensation policies and the most important factors relevant to an analysis of these decisions and policies.
Our Named Executive Officers in 20192022 In accordance with the relevant rules and regulations promulgated by the SEC, our “named executive officers” include anyone who served as the CEO or CFO during 2019,2022, and three other executive officers who had the highest total compensation during 2019. In addition, our2022. The named executive officers for 2019 include a former executive who left his role during 2019.2022 are the following: These named executive officers for 2019 are as follows:
| ■ | • | | Mikael Bratt (President and CEO) |
| • | | ■ | | Christian Hanke (Interim CFO and VP, Corporate Control)
|
| • | | Mats Backman (Former ExecutiveFredrik Westin (Executive Vice President, Finance and CFO)
|
| | | ■ | Sng Yih (President, Autoliv China) | | | | ■ | Frithjof Oldorff (President, Autoliv Europe) | | | | ■ | Anthony Nellis (Executive Vice President Legal Affairs, General Counsel and Secretary) | | | • | | Brad Murray (President, Asia)
|
| • | | Daniel Garceau (President, Americas)1
|
| • | | Jordi Lombarte (Chief Technology Officer)
|
| • | | Michael Hague (Former President, Europe)
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Executive Summary The following is a brief overview of the fiscal year 20192022 compensation program for our named executive officers:
| ■ | • | | Total compensation for our named executive officers in 20192022 generally consists of base salary, annualnon-equity incentives, long-term equity incentives, retirement/pension relatedpension-related benefits, and other benefits. |
| • | | ■ | | During 2019,2022, the Leadership Development and Compensation Committee (the “Compensation Committee”“LDCC”) approved a new long-term equity incentive (LTI)(“LTI”) program to more closely reflect market practice and align pay delivery with our financial performance. The CEO received 100% of his LTI grant value in performance stock units (“PSUs”). For executive officers other than the CEO, seventy-five percent (75%) of the grant value consisted of performance shares (PSs)PSUs and twenty-five percent (25%) of the grant value consisted of restricted stock units (RSUs)(“RSUs”). PSs granted | | | | ■ | Due to uncertainties in 2019 were based onthe markets that resulted in difficulties in setting longer-term targets, the 2022 PSU award is comprised of three separate one-year performance periods for each of the calendar years 2022, 2023, and 2024, each having annual goals related to EPS (60%), Relative Organic Sales Growth (25%) and the Company’s Order Intake Ratio (35%Emissions of Greenhouse Gas (15%). All 2022 PSU awards cliff vest in 2025. | | | | ■ | As part of the 2022 LTI Program, the LDCC approved a performance criterion related to the Greenhouse Gas Emissions of the company in order to support the sustainability agenda and EPS GrowthAutoliv‘s being carbon neutral in relation to Light Vehicle Production Growth (65%).its own operations by 2030. This performance criterion is also included in the 2023 LTI Program. |
| ■ | • | | The compensation of our named executive officers is significantly affected by our financial results. | | | | – | Our annualnon-equity incentive awards for 20192022 were based on Adjusted Operating MarginIncome (50%) and Adjusted Cash Conversion (50%). As a result of achievement of the performance goals, each executive officer earned 75%94% of the target payout. |
| | | | – | Our PSU awards for 2020-2022 were based on Earnings Per Share Growth in relation to global light vehicle production growth (70%) and Order Intake (30%). As a result of achievement of the performance goals, each executive officer earned 44% of the target number of PSUs. | | | • | |
| Autoliv | | Starting in 2019, to mitigate potential compensation-related risk, the Company implemented a double-trigger acceleration feature for unvested equity in the event of a qualifying termination following a change in control, instead of the previous single-trigger acceleration.
|
| ■ | Based on the 20192022 compensation risk assessment, the Compensation CommitteeLDCC concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Autoliv. |
1■ | During 2021, the LDCC reviewed and approved improvements to the Company‘s compensation recoupment and claw-back provisions to strengthen the definition of harmful conduct, to expand options for the possibility of demanding both Short-term Incentive ("STI") and LTI related reimbursements and to align the language with internal practices and current market standards. | | ■ | Our U.S. defined benefit pension plan accruals were frozen as of December 31, 2021 for all participating employees, including Mr. Garceau notifiedNellis. As a result, the Company of his intentionretirement benefits provided to resign his employment no later than August 10, 2020.our named executive officers since 2022 are limited to defined contribution plans. |
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Management Transitions
| | • | | Mr. Backman resigned from his employment effective February 28, 2019. The Company appointed Mr. Hanke as the Company’s Interim Chief Financial Officer after the departure of Mr. Backman.
|
Management Transitions | •■ | | On April 12, 2019, Mr. Hague separated from employment with the Company. A description of Mr. Hague’s separation agreement with the Company is set forth below under “Potential Payments Upon Termination or Change in Control”. |
| • | | On November 26, 2019,December 16, 2021, the Company announced the appointment of Fredrik WestinSng Yih as the Company’sCompany‘s new Chief Financial Officer andPresident, China effective as of January 19, 2022.
|
| ■ | On December 16, 2022, the Company announced the appointment of Jonas Jademyr as the new Executive Vice President, Finance, to beQuality and Program Management effective no later than March 1, 2020.as of January 15, 2023. Mr. Westin succeedsJademyr succeeded Mr. Hanke,Svante Mogefors who resigned from his employment withstepped down as an executive officer on the Company effective March 2, 2020. A description of Mr. Hanke’s employment conditions with the Company is set forth below under “Additional 2019/2020 Compensation Decisions”.date. |
| • | | Mr. Garceau notified the Company of his intention to resigned from his employment effective no later than August 10, 2020.
|
Compensation Philosophy Our Compensation Philosophy for our executive management is set forth below.
| Dimension | | Description | Dimension | | Description | Main Principles | | The Company believes that to achieve its strategic and financial objectives, it is necessary to attract, motivate, and retain exceptional management talent. In addition, total compensation offered to our executive management should provide a shared responsibility for overall Company results which is aligned with the interests of the Company’s stockholders. Our compensation strategy is therefore based on principles of performance, competitiveness and fairness. | Compensation Objectives | | To meet our compensation philosophy, the compensation programs we provide have the following objectives: Objective A:A: Offer total compensation and benefits sufficient to attract, motivate, and retain the management talent necessary to ensure the Company’s continued success. Objective B:B: Align the interests of the executives and the stockholders. Objective C:C: Reward performance in a given year and over a sustained period using straightforward programs to communicate our performance expectations. Objective D:D: Encourage company-wide cooperation among members of the executive, divisional, and functional management teams and throughout the Company. | Compensation Mix | | The Company seeks a balanced distribution of fixed and variable incentive compensation elements over time by using several components of compensation. Total compensation for our named executive officers consists of base salary, annualnon-equity incentives, long-termlong- term equity incentives, retirement/pension, and other benefits. The Company believes that a balanced compensation structure focuses our executive officers on increasing long-term stockholder value while providing fewer incentives for undue risk in the short-term. | Component 1
Base Salary | | Supporting Objective A Purpose:Provides a set level of pay warranted by position and sustained individual performance. A competitive base salary is important to attract and retain an appropriate caliber of talent for the position. |
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| | | DimensionAutoliv | | 47 | | 2023 Proxy Statement |
| Dimension | Description | Component 2 Short-Term Incentive | | Supporting Objectives A, B, C, & D Purpose: Recognizes short-term performance against established annual financial performance goals and creates focus and engagement in delivering results. Annualnon-equity incentive awards are always capped and directly tied to the Company’s and/or divisional performance. | Component 3 Stock Incentive | | Supporting Objectives A, B, C & D Purpose: Provides our executive officers with incentives to build longer-term value for our stockholders while promoting retention of critical executives. | Component 4 Pension /
Retirement and Other Benefits | | Supporting Objective A Purpose: Provides additional value for our executives by competitive and market- aligned benefits. All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit plans (except certain senior executives that participate in location-specific defined benefits plans).plans. | Market and Market Position | | The Compensation Committee’sLDCC’s objective is to consider and, where appropriate, approximate the market median for base salaries as well as total direct compensation of the relevant market data primarily linked to the country in which the named executive officer is located. The CommitteeLDCC also may take a relevant international peer group comparison into account as a secondary input to compensation setting process. | How to Use Market Data | | We consider the competitive environment of our significant operations and market locations to provide a compensation package that optimizes value to the participant and cost to the Company. The Compensation CommitteeLDCC and management believe that it is their responsibility to use discretion and make informed judgments as to individual compensation packages or pay levels that may occasionally deviate above or below our target pay strategy based on such factors as: | | 1. | Individual performance and potential relative to market. | | 2. | Long-term succession planning and talent management. | | 3. | Business conditions in our industry or the market overall as well as business or regulatory conditions in the executive’s area of responsibility.responsibility . | | 4. | Cases where individuals are asked to step into new roles and responsibilities for specific projects or strategic initiatives.initiatives. | | | |
Base Salaries Initial base salaries are primarily a function of the Compensation Committee’sLDCC’s assessment of (i) market compensation levels, (ii) the references made to base salary in our compensation philosophy for executive management, (iii) the compensation required to attract and retain the executive, and (iv) the Company’s need to fill the position either internally or externally. Also, in deciding compensation levels during the compensation review at the beginning of 2019,2022, one of the Compensation Committee’sLDCC’s objectives was for base salaries and total direct compensation to approximate the market median of the relevant market data linked to the country in which the named executive officer is located. As part of the 20192022 compensation review in December 2018,at the Compensation Committeebeginning of 2022, the LDCC increased base salaries for our named executive officers between 0.5%2.6% to 5.0%7%, consistent with general market practice, but also considering adjustments necessary to reflect an individual’s performance, responsibilities and retention needs.
| Autoliv | | 48 | | 2023 Proxy Statement |
Non-Equity Incentives Members of our executive management team, including our named executive officers, are eligible to earn an annualnon-equity incentive award based on achievement againstpre-established performance criteria. Target payout amounts are reflected as a percentage of the executive’s base salary, as set forth in the following table.
| | | | | | | | | AnnualNon-Equity Incentive Opportunity for Our Named Executive Officers in 2019 | | Named Executive Officer | | Incentive as a % of Base Salary | | | | Threshold | | Target | | Maximum | Mikael Bratt | | 0% | | 50% | | 100% | Christian Hanke1 | | 0% | | 25% | | 50% | Mats Backman | | 0% | | 45% | | 90% | Brad Murray | | 0% | | 45% | | 90% | Daniel Garceau | | 0% | | 45% | | 90% | Jordi Lombarte | | 0% | | 35% | | 70% | Mike Hague | | 0% | | 45% | | 90% |
| Annual Non-Equity Incentive Opportunity for Our Named Executive Officers in 2022 | | | Incentive as a % of Base Salary | | Named Executive Officer | Threshold | Target | Maximum | Mikael Bratt
President and CEO | 0% | 60% | 120% | Fredrik Westin
Executive Vice President and
Chief Financial Officer | 0% | 45% | 90% | Sng Yih
President, Autoliv China | 0% | 45% | 90% | Frithjof Oldorff
President, Autoliv Europe | 0% | 45% | 90% | Anthony Nellis
EVP Legal Affairs, General
Counsel, and Secretary | 0% | 35% | 70% | | | | | |
| (1) | Limited to the service period as Interim CFO, the targetnon-equity incentive opportunity for Mr. Hanke was based on his fixed compensation (including both base salary and temporary interim assignment allowance) instead of base salary only.
|
Our annualnon-equity incentive award program used a limited number of performance criteria for many years. The Company believes that using a limited number of established measures critical for the success of our business provides clear direction to our executives and promotes our goal of a “one Autoliv” approach through shared responsibility for overall results. In addition, the Company believes that a limited number of performance metrics enhances the transparency of our annual incentive program and provideseasy-to-understand information to our investors. Finally, we believe that a limited number of metrics based on overall company performance rather than individual or local performance mitigates the risk of excessive risk-taking that could arise from individual performance-based incentives. We still believe this simple, transparent approach supports good corporate governance, a belief that is evidenced by the program operating with limited changes for several years.
The Company, however, recognizes that using a limited number of performance metrics has limitations. For instance, when the overall market for the Company’s products is impacted by extraordinary economic circumstances, it may result in no annualnon-equity incentive awards being attainable, even if the Companyout-performs its competitors and the overall market generally. Similarly, extraordinary,non-recurring events may also impact whether annualnon-equity incentive awards are attained or not, resulting in unintended incentives for management. For the year 2019, the
The performance criteria for our 2022 annualnon-equity incentive award program were as follows:
“Adjusted Operating Margin”Income”— – Reported US GAAP EBITEarnings before interest and taxes (EBIT), adjusted for costs related to Antitrustantitrust matters and restructuring (capacity alignment) and separation costs, in relation to the Company’s net sales, expressed in %.. Fifty percent (50%) of thenon-equity incentive award was based on Adjusted Operating Margin.Income.
Payments on Adjusted Operating MarginIncome achievement:
| •■ | | No annual incentive payment if the 2022 Adjusted Operating MarginIncome was equal to or less than 9.5%. 70% of the 2021 Adjusted Operating Income. |
| •■ | | If the 2022 Adjusted Operating MarginIncome was equal to or more than 11.5%,130% of the 2021 Adjusted Operating Income, the incentive payment would be equal to two times the target amount for the respective performance period, the maximum payout. |
| •Autoliv | | 49 | | 2023 Proxy Statement |
| ■ | If the 2022 Adjusted Operating MarginIncome was between 9.5%70% and 11.5%,130% of the 2021 Adjusted Operating Income, the incentive payment would be calculated through linear interpolation (“along a straight line”) between said levels. |
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“Adjusted Cash Conversion”Conversion” — – Free cash flow (operating cash flowCash Flow (Operating Cash Flow minus Capex, net) in relation to Net Income (income after tax), bothexpressed in % and adjusted for effects from antitrust related matters, capacity alignment andspin-off their related costs, expressed in %.tax impacts. Fifty percent (50%) of thenon-equity incentive award was based on Adjusted Cash Conversion.
Payments on Adjusted Cash Conversion achievement:
| •■ | | No annual incentive payment if the Adjusted Cash Conversion was equal to or less than 50%. |
| •■ | | If the Adjusted Cash Conversion was equal to or more than 90%, the incentive payment would be equal to two times the target amount for the respective performance period, the maximum payout. |
| •■ | | If the Adjusted Cash Conversion was between 50% and 90%, the incentive payment would be calculated through linear interpolation (“along a straight line”) between said levels. |
Actual Adjusted Operating MarginIncome for 20192022 was 9.1% and$597.9 million, which was 87.5% of the 2021 Adjusted Operating Income. Actual Adjusted Cash Conversion for 20192022 was 80.2%, resulting75.9%. The performance outcome resulted in an annualnon-equity incentive award of 75%94% of the target opportunity.
For a reconciliation of these measures, see Annex A.A.
ActualNon-Equity Incentive Award Levels Over the last several years, the amount of thenon-equity incentive awards earned by our named executive officers has varied, greatly, as reflected in the table below.
| | | | Actual Pay-Out Annual Non-Equity Incentive Program | | Year | Pay-out | ActualPay-Out
AnnualNon-Equity Incentive Program2022 | 0.94 x target | Year2021 | | Messrs. Bratt, Murray,
Hague, Garceau and
Lombarte | | Messrs. Hanke and
Backman1.66 x target | 20192020(1) | | 0.75 x target | | 0.75 x target | 2018 | | 0.50 x target | | 0.50 x target | 2017 | | 0.89 x target | | 1.00 x target |
(1) | Messrs. Hague and Backman were not employees at the time of the 2019 payout and received no payment.
|
The Compensation CommitteeLDCC may exercise its discretion, subject to the terms and conditions of the Company’s compensation plans, to propose certain adjustments to performance metrics. The Compensation CommitteeLDCC did not exercise such discretion in 2019.for the 2022 payout.
Changes toNon-Equity Incentive Program. For information regarding the changes we implemented to ourNon-Equity Incentive Program in 2020,2023, see “Material Changes to 2020“Key Practices of 2023 Compensation Program” later in this CD&A.
Equity Incentives Long-term equity incentives (LTI) for our named executive officers and other key employees represents a significant part of their total direct compensation. In 2019,2022, the LTI program had 300318 participants, compared to 401309 participants in 20182021 and 374298 participants in 2017. The number of 2019 LTI participants decreased as a result of Veoneer’sspin-off from Autoliv.2020. In 2016 and 2017, the approved target value of our named executive officers’ LTI mix was comprised of PSs (50%) and RSUs (50%). In connection with thespin-off of Veoneer, these awards were converted to Autoliv RSUs and Veoneer RSUs. There were no PSs vesting in 2019 as all outstanding PSs were converted to RSUs during thespin-off in 2018. A reconciliation of the performance conversions from PSs to RSUs were provided as an annex to our proxy statement issued in March 2019.
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For 2018, the Compensation Committee only granted RSUs (100%) due to the difficulty of setting performance targets during the year in which thespin-off was completed.
For our executive officers, equity incentives granted insince 2019 consist of both PSsPSUs (75%) and RSUs (25%)., except for our CEO who was granted 100% PSUs in 2021 and 2022. The Compensation CommitteeLDCC determined 20192022 grant levels by first reviewing competitive market pay levels and trends provided by its independent consultant, historical grant levels, and the recommendations of our CEO for grants to senior executives excluding himself (for more information, please refer to the “2019“2022 Executive Compensation Decisions” section below). The Compensation CommitteeLDCC also considered the total direct compensation of our named executive officers relative to the median levels of total direct compensation of our peer groups, subject to any modifications the Compensation CommitteeLDCC believed appropriate based on individual performance, industry conditions, and other criteria as discussed in the “Compensation Philosophy” above. The Compensation CommitteeLDCC delegated to the CEO the authority for the determination and allocation of certain grants below our named executive officers and other executives, subject to established grant limits and the Compensation Committee’sLDCC’s review.
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Restricted Stock Units (“RSUs”).. We believe that RSUs provide a powerful tool to retain valuable executives because:
| •■ | | RSUs are easy to understand and communicate; |
| •■ | | Due to the three-year vesting schedule, RSUs encourage the executive to stay with the Company or forfeit significant accumulated value; and |
| •■ | | RSUs also mitigate excessive risk-taking by focusing management on long-term value creation and ownership accumulation that provides alignment with stockholders. |
RSUs granted in 20192022 cliff-vest on the third anniversary of the grant date, subject to the grantee’s continued employment with the Company on such vesting date, subject to limited exceptions.
Performance SharesStock Units (“PSs”PSUs”).. We believe that PSsPSUs focus and direct the efforts of our executives toward the attainment of critical multi-yearstrategic corporate objectives as well as further encourage employment retention because:
| •■ | | The performance metrics selected for the PSsPSUs are reflected in our long-term value creation; and |
| •■ | | Due to the three-year performancevesting period, PSsPSUs parallel the RSUs in encouraging the executive to stay with the Company or forfeit potential significant accumulated value. |
PSs
PSUs granted in 20192022 may be earned based on the Company’s achievement of performance goals related to Order Intake Ratio (35%EPS (60%), Relative Organic Sales Growth (25%) and EPS Growth in relation to Light Vehicle Production Growth (65%Greenhouse Gas Emissions (15%). The CommitteeLDCC believes these metrics are supportive of the Company’s strategic objectives and support the creation of long-term shareholder value.
Due to uncertainties in the markets that resulted in difficulties in setting multi-year targets, the 2022 PSU award is comprised of three separate one-year performance periods (Tranche A, Tranche B, and Tranche C), with separate performance criteria for each tranche associated with full calendar years 2022, 2023 and 2024, respectively. Each tranche vests on or about the third anniversary of the grant date (during Q1 2025), subject to the named executive officer’s continued employment. At the beginning of 2022, the LDCC approved the targets for the first tranche (2022). The targets for tranches B (2023) and C (2024) will be set by the LDCC in the beginning of 2023 and 2024, respectively.
An example of the 2022 PSUs is given below:
| Total # of PSUs granted to the executive | 300 shares | | Tranche A | 100 shares | Based on targets set in February 2022 for the full calendar year 2022 | Vesting in Q1 2025 | | Tranche B | 100 shares | Based on targets set in February 2023 for the full calendar year 2023 | Vesting in Q1 2025 | | Tranche C | 100 shares | Based on targets set in February 2024 for the full calendar year 2024 | Vesting in Q1 2025 |
Treatment Upon Change in Control.The 1997 Plan provides that outstanding equity awards will become fully vested upon the occurrencecompletion of a change in control (“CiC”). However, the Compensation CommitteeLDCC approved a “double-trigger” for LTI awards granted infor 2019 and future years, such that the awards assumed by the acquiring company in a CiC will become fully vested only upon the holder’s subsequent qualifying termination. If the awards are not assumed by the acquiring entity, then they will become fully vested upon the CiC.
Dividend EquivalentsEquivalents. . Commencing with the February 2017 grant, dividend equivalent rights were introduced for PSsPSUs and RSUs. Any cash dividend paid with respect to our common stock for which the record date occurs on or after the grant date and the payment date occurs on or before the vesting date results in a credit of additional PSsPSUs and RSUs, which additional PSsPSUs and RSUs are subject to the same earnout and vesting schedule as the underlying PSsPSUs and RSUs.
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How We Value Equity Awards. For accounting purposes and when internally assessing and communicating equity compensation, we use a model which assumes that the value of an RSU and a PSPSU at target performance level is the closing price for a share of our common stock on the NYSE on the day of the grant.
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Annual Grant Date. The annual grant date for our stock incentive program is in the first quarter of the fiscal year, following publication of our fourth quarter financial results. This is done to enhance corporate governance procedures and to avoid unintended burdens to participants because of routine“black-out “black-out periods.”
Payout of 2020 PSUs. The performance period for the 2020 PSUs concluded on December 31, 2022, and the LDCC certified the level of achievement of the applicable performance goals in February 2023. The following tables outline our results relative to the established goals related to EPS Growth and New Order Intake Level and the corresponding payout levels:
| | Weight | Threshold | Target | Max | Year 1 | Year 2 | Year 3 | Payout | | Order Intake Level(2) | 30% | 40% | 44% | 48% | 45%(1) | 50%(1) | 40%(1) | 99.2% | | Relative EPS Growth(3) | 70% | LVP + 0 | LVP +5% | LVP +10% | -24.2% | +46.3% | -19.2% | 19.7% | | Total Payout | | | | | | | | 44% |
| (1) | Consistent with our public disclosure in our Annual Report for the fiscal year ended December 31, 2022 and quarterly earnings release presentations, we are disclosing approximate results for our order intake. Specific, unrounded results are not material to an understanding of the PSU program. | | (2) | Order intake is calculated by comparing Autoliv’s projected average yearly sales for the lifetime of each program in relation to the projected average yearly sales for the lifetime of each program available for award in the market, expressed in%. | | (3) | As compared to global light vehicle production (LVP) growth. Additional information and a reconciliation of EPS vs. LVP Growth to financial measures derived in accordance with U.S. GAAP for the fiscal year ended December 31, 2022 is set forth in Annex A to this Proxy Statement. |
Changes to LTI Program. For information regarding the changes we implemented to our Long-Term Incentive Program in 2020,2023, see “Material Changes to 2020“Key Practices of 2023 Compensation Program” later in this CD&A. Pension /
Pension/Retirement and Other Post-Employment Benefits Autoliv provides certain supplemental retirement/pension and other post-employment benefits, in addition to the mandatory programs required by applicable national statutes and maintains defined benefit or defined contribution plans for our named executive officers that are competitive with customary local practice. The programs’ terms are as follows:
Defined Contribution Programs (individual retirement investment from Company contributions). Since 2007, all newly hired senior executives participate only in defined contribution plans rather than defined benefit plans (except for certain senior executives that participateparticipated in location-specific defined benefit plans, e.g. Mr. Murray and Mr. Hanke)plans).
The Company contributes a percentage of each executive’s annual base salary to the plan, as follows:follows. Defined contribution levels are determined by the LDCC after considering local market practices for executives in similar roles and therefore vary significantly.
| | | | Retirement – Retirement–Defined Contribution Level | | Name | | Level of Contribution | Mikael Bratt | | 40%46% of base salary | Mats Backman
Fredrik Westin | | 35% of base salary | Brad Murray1
Frithjof Oldorff | | See below description about
401(k) plan and “Nonqualified Deferred Compensation” table10% of base salary | Dan Garceau1
Anthony Nellis | Jordi Lombarte1
| Michael Hague2
See below |
(1) | Comprises contributions to both 401(k) andnon-qualified contribution plans for Messrs. Murray, Garceau, and Lombarte
|
(2) | Comprises contributions to 401(k) for Mr. Hague.
|
Messrs. Murray, Garceau, Lombarte and HagueMr. Nellis participated in a 401(k) plan available to U.S.-based employees in 2019.2022. Under this plan, the Company makesmade an employer matching contribution equal to 100% of the first 3%, and then equal to 50% of the next 2% of employee contributions (expressed as percentage of base pay), up to certain limits. Messrs. Murray, Garceau and LombarteEffective January 1, 2022, the plan introduced a non-elective contribution, which contributes an additional 2% of eligible earnings to the savings account. Mr. Nellis also participates in a non-qualified defined contribution plan.
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Defined Benefits Program. Mr. Nellis participated in anon-qualified defined contribution plan. Mr. Hanke does not participate in a defined contribution plan. Defined Benefits Program. Mr. Murray participates in a U.S.tax-qualified defined benefit plan and an excess pension plan.plan which froze for the purpose of additional contributions effective December 31, 2021. Additional information regarding these plans is described later under “Pension Benefits. Mr. Hanke participates in a mandatory, multi-employer defined benefit plan (ITP 2) in Sweden.Benefits”. Other than Mr. Murray and Mr. Hanke,Nellis, none of our named executive officers are parties to a defined benefit arrangement with the Company.
Retiree Medical Plan. Mr. MurrayNellis is eligible to participate in a retiree medical plan, available to all employees employed in the U.S. that were hired prior to January 1, 2004, at which time the plan was frozen to new participants. Effective from December 31, 2014, the retirement arrangement was adjusted so that eligible participants, including Mr. Murray,Nellis, are covered by a Health Retirement Account (“HRA”), pursuant to which, upon attaining age 55 and a minimum of 15 years of service, the Company will provide an annual benefit of $3,000 to an HRA upon retirement prior to age 65 and an annual benefit of $875 to an HRA after age 65. This annual benefit will be reduced if the participant retires prior to age 60. This plan may be terminated at any time for both current employees and current retirees/participants with no obligation of benefit payout.
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Termination / Severance Agreements. Except for Messrs. Murray and Hanke, each of our namedNamed executive officers hashave an employment agreement with the Company, pursuant to which they are entitled to certain severance benefits in the event of termination of employment. A detailed summary of the terms of these agreements is provided on page 4668 of this Proxy Statement. Mr. Murray has an international assignment agreement that provides certain terms of employment and he had achange-in-control (“CiC”) severance agreement with the Company until January 2020, pursuant to which he was entitled to certain severance benefits in the event of his termination of employment in connection with a CiC.
In December 2010, the Board approved a policy limiting future CiC agreements to a “double-trigger” arrangement, which means that the severance benefit is not provided unless the participant incurs an involuntary termination or diminution of duties within a designated period following a CiC. In addition, in November 2011, the Board approved a policy providing that new hires will receive CiC severance benefits, if at all, in accordance with local market practice, as opposed to all officers receiving the same CiC severance benefits by reason of being an officer. Any such CiC would be a “double-trigger” arrangement, which means that the severance benefit is not provided unless the participant incurs an involuntary termination or diminution of duties within a designated period following a CiC. The“change-in-control” “change-in-control” definition contained in the 1997 Plan and Mr. Murray’s CiC now expired severance arrangement areis predicated on actual consummation of a corporate transaction, such as a merger, rather than upon stockholder approval of the transaction. This avoids an inadvertent “early trigger” of any CiC provisions should the transaction fail to close. No executive officer employed today has an agreement that provides CiC severance benefits.
We do not provide taxgross-up protection for CiC excise taxes (i.e., U.S. taxes under Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “U.S. Internal Revenue Code”) applied tochange-in-control payments that exceed certain amounts under Section 280G) to our named executive officers.
Executive Compensation Responsibilities
Role of the Compensation CommitteeLDCC The Compensation CommitteeLDCC annually reviews our named executive officers’ pay levels and target incentive opportunities versus the competitive market and considers information provided by (i) the consultants regarding trends, (ii) input from the Executive Vice President, Human Resources and Sustainability, (iii) the CEO’s recommendations as to compensation for our named executive officers (other than himself), and (iv) other relevant factors as discussed above in the “Compensation Philosophy” section.
Role of the Independent Compensation CommitteeLDCC Consultant The Compensation CommitteeLDCC regularly engages an independent advisor, who reports directly to the Compensation Committee.LDCC. The independent advisor attends routine meetings of the Compensation CommitteeLDCC and provides independent perspective and advice to the Compensation CommitteeLDCC on various aspects of the Company’s total compensation system and the market environment in which the Company operates. Additional information regarding the role of the Compensation Committee’sLDCC’s advisor, FW Cook,Meridian, is found later in this CD&A in the “2019“2022 Executive Compensation Decisions” section.
Role of the Management Consultant Management periodically solicits the advice of external compensation consultants to ensure that the Company’s compensation program is competitive with compensation programs offered by the companies in its peer group and companies in the markets in which the named executive officers are located. In setting the compensation at the beginning
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of 2019,2022, Willis Towers Watson assisted management with reviewing the Company’s compensation program for executives as describedbased in more detail below.the United States and Germany. Mercer assisted management with reviewing the Company’s compensation program for executives based in Sweden and Japan.
Role of the Chief Executive Officer Our CEO regularly participates in the meetings of the Compensation Committee.LDCC. The CEO and Executive Vice President, Human Resources and Sustainability work together to develop a recommendation to present to the Compensation CommitteeLDCC with respect to compensation packages for each of our named executive officers, other than the CEO. As a result, our CEO generally has a significant influence on the compensation paid to the other named executive officers. In addition, the Compensation CommitteeLDCC has delegated the authority for the - 32 -
determination of certain grants to employees other than executive officers under our long-term incentive plan to the CEO, subject to established grant limits. The Compensation CommitteeLDCC regularly holds executive sessions, excusing the CEO from the meeting, to discuss matters related to the CEO’s compensation.
Policies and Practices that Govern Executive Compensation at Autoliv Stock Ownership Guidelines.Effective. Effective January 1, 2013, and as amended and restated in December 2015, the Company adopted stock ownership guidelines for its executive officers. Pursuant to these guidelines, each executive officer is expected to accumulate and hold shares of Company common stock having a value at least equal to (i) 2x his annual base salary, in the case of the CEO, and (ii) 1x annual base salary, in the case of each executive other than the CEO. Executives are expected to make continuous progress toward their respective ownership requirements. Until the executive has satisfied the stock ownership guidelines, he or she will be required to retain 75% of the net shares received upon settlement of restricted stock units granted on or after January 1, 2013. For purposes of these stock ownership guidelines, “net shares” are those shares held by the executive after deducting any shares withheld by the Company or sold by the executive for the sole purpose of satisfying the executive’s tax liabilities and related fees, if any, related to the settlement event.
Policy Against Hedging, Short-Selling and Pledging. Any employee ornon-employee director holding Autoliv securities is prohibited from engaging in hedging, short-selling, or pledging.
Compensation Recoupment Policy. Our Board is authorized to recoup earned incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct, negligence, or dereliction of duties by the executive officer. It is also authorized to recoup equity compensation in the event an executive is found acting in a manner that is harmful to the interests of the Company such as a violation of Company policy.
During 2021, the LDCC reviewed and approved changes to our Compensation Recoupment Policy, including an expansion of the definition of “harmful conduct” which now includes:
| ■ | Conduct that would constitute “cause” as defined in LTI grant agreements | | | | | ■ | Any violation of the Company’s code of conduct, insider trading policy, or other published policies | | | | | ■ | Egregious misconduct including, but not limited to, fraud, criminal activities, falsification of Company records, theft, violent acts or threats of violence, or a violation of law, unethical conduct or inappropriate behavior that causes substantial reputational harm to the Company or exposes the Company to legal liability | | | | | ■ | The commission of act or omission that causes an executive officer or senior manager or the Company to be in violation of federal or state securities laws or rules | | | | | ■ | Any misconduct, negligence, or dereliction of duty by an executive officer or senior manager that caused or contributed to the need for the restatement or material adjustment of any financial performance measure upon which the payment or his or her non-equity incentive compensation and/or vesting of his or her LTI awards are or were based. |
Additionally, the LDCC’s options to demand reimbursement of both short-term and long-term incentives was expanded and the language used in the policy was aligned with currently existing internal practices and current market standards.
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Compensation Risk Assessment The Compensation CommitteeLDCC annually considers potential risks when reviewing and approving our compensation program. We have designed our compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our compensation program for executive officers:
| •■ | | A Balanced Mix of Compensation Components – The targetcompensation-mix for our executive officers is composed of base salary, annual cash incentives, long-term equity incentives and retirement/pension provisions, representing a mix that is not overly weighted toward short-term cash incentives. |
| • | | | ■ | Long-term Incentives – Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash-based incentives. Due to the difficulties in setting long-term targets following the uncertainties of the Covid-19 pandemic, the Company introduced one-year performance periods in the 2021 LTI program. Due to the continued uncertainties in the market, the Company continued the use of one-year performance periods in the 2022 LTI program. | | | | | ■ | In 2019, the Company increased the weight for performance sharesPSUs to 75% and reduced the weight for RSUs to 25% for all executive and senior management roles. In 2021, the Company increased the weight of PSUs to 100% for the CEO, while the other named executive officers’ allocation remained the same. The same levels were applied in the 2022 LTI program. |
| • | | | ■ | Performance Factors –- Our group-common incentive compensation plans normally use Company-wide goals. Annual cash incentives for participants in 2019 depended2022 are based on Operating Income Margin and Cash Conversion performance. Performance sharesPSUs for the program introduced in 2019 depended2022 are based on the Company’s Order Intake RatioEPS, Relative Sales Growth and EPS Growth (in relation to global light vehicle production growth)Greenhouse Gas Emissions. |
| • | | | ■ | Capped Incentive Awards – Annual incentive awards are capped at 200% of target. |
| • | | | ■ | Stock Ownership Guidelines – Our guidelines call for meaningful share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders. |
| • | | | Clawback■
| Compensation Recoupment Policy – Our Board is authorized to recoup earned incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct, negligence, or dereliction of duties by the executive officer. |
Additionally, the Compensation CommitteeLDCC annually considers an assessment of compensation-related risks including an inventory of incentive arrangements below the executive level. Based on this assessment, the - 33 -
Compensation Committee LDCC concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Autoliv. In making this determination, the Compensation CommitteeLDCC reviewed the key design elements of our compensation program in relation to industry “best practices” as presented by FW Cook, the Compensation Committee’sLDCC’s independent compensation consultant, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the Board of Directors.
Starting in 2019, to mitigate potential compensation-related risk, the Company began requiring double-trigger acceleration of unvested equity in the event of a covered termination following a change in control, instead of the previous single-trigger acceleration. 2019
2022 Executive Compensation Decisions
The Process The total compensation of our named executive officers is reviewed annually. The Compensation CommitteeLDCC considers changes in the compensation levels after it reviews the relevant peer group or local market data (per position). The Compensation CommitteeLDCC uses this information as one input in its decision-making process. In addition to market data, the Compensation CommitteeLDCC also reviews the Company’s financial performance, the named executive officers’ individual performance, input from the Executive Vice President,EVP Human Resources & Sustainability, and the recommendations of the CEO with respect to the compensation packages for the named executive officers other than himself. The Compensation CommitteeLDCC reviews, provides feedback, and approves the final recommendations for the compensation of our named executive officers.
The Compensation CommitteeLDCC reviewed and decided on the 20192022 compensation for our executives during its meetingmeetings held in December 2018.November 2021. The review was supported by the comprehensive analysis and market reviewreviews prepared by Willis Towers Watson.Watson and Mercer.
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The Advisors Throughout the decision-making process for 20192022 compensation, which included the Compensation Committee’sLDCC’s December 20182021 meeting, and all 2019 meetings, the Compensation CommitteeLDCC engaged FW CookMeridian who reported directly to the Compensation Committee. During 2019, FW Cook attended most of the Compensation Committee’s meetings andLDCC. Meridian provided input for each meeting, including:as per the following:
| (i) | independent perspective and advice to the Compensation CommitteeLDCC on various aspects of the Company’s total compensation system; |
| (ii) | information about the market environments in which the Company operates, including guidance regarding compensation trends, compensation levels and compensation mix within the market; |
| (iii) | the regulatory developments in executive and director compensation; |
| (iv) | recommendations regarding program design and structure; and |
| (v) | recommendations regarding compensation levels and mix for our executive officers and Board members. |
FW Cook
Meridian did not provide any additional services to the Company other than those described herein. In 2018,2021, the Company engaged Willis Towers Watson and Mercer to assist in setting the compensation for 2019.2022. At the direction of management, Willis Towers Watson wasand Mercer were assigned specific tasks related to the compensation of our senior executive officers, including: (i) review of peer group and pay changes in the 20182021 employment market, (ii) compilation of peer groups for our named executive officers, and (iii) compensation analysis for the Compensation Committee.LDCC. Neither Willis Towers Watson nor Mercer provided any additional services to the Company other than those described herein.
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The Peer Groups
In line with the principles of our compensation philosophy applicable as of December 2018November 2021 for the compensation review of our named executive officers, the Compensation CommitteeLDCC reviewed the most current compensation data available in selected markets, including market data from Sweden and the U.S.
Towers Watson and Mercer used itstheir proprietarynon-disclosed compensation databasedatabases to assess local market compensation levels for executive roles operating within the general, automotive, and manufacturing industries. Such market assessments are based on our named executive officers’ roles, characteristics, and responsibilities including job function, reporting level, and other organizational financial and organizational scope measures, including revenue responsibility, employees, and geographical responsibility. The market data contained information regarding the assessed level of base salary, total cash compensation, total direct compensation, and total compensation.
Swedish Peer Group Messrs. Bratt and BackmanWestin.. In considering 20192022 compensation for our named executive officers based in Sweden, the Compensation CommitteeLDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting oflarge-cap Swedish companies that have global industrial operations of substantial size in major manufacturing markets of North America, Europe, and Asia (the “Swedish Peer Group”) headquartered in Sweden and with executives based in Sweden with Swedish employment conditions. The Swedish Peer Group used by the Compensation CommitteeLDCC in connection with its review of 20192022 compensation consisted of the following companies:
| AB Volvo | Electrolux | | | | | | | | | Skanska | AB Volvo | | Alfa Laval | Ericsson | Assa Abloy | | Atlas Copco | | Electrolux | | EricssonSKF | SandvikAssa Abloy | Sandvik | ScaniaSSAB | | Atlas Copco | Scania | Skanska | | SKF | | SSAB | | Stora Enso |
Two companies were removed from the
The Swedish Peer Group for 20192022 compensation review as compared to 2018 because of2021 remained the lack of data availability: Husqvarna and Volvo Car Group (a subsidiary of Zhejiang Geely Holding).same.
U.S. Peer Group Mr. Murray, Garceau and Lombarte. Nellis. In considering 20192022 compensation for our named executive officers based in the U.S., the Compensation CommitteeLDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting of U.S. companies that were selected based on market capitalization, total revenue, and number of employees.
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OurThe LDCC updated our U.S. Peer Group was changed by the Committee significantly before the 20192022 compensation review following a comprehensive review of companies based on data availability, relevancy, and size. Four companies (Denso, Navistar, SPX and Lear) from the 2021 U.S. Peer Group were removed from the 2022 peer group as data for these companies was unavailable to Willis Towers Watson.
The following is the U.S. Peer Group used by the Compensation CommitteeLDCC to review 2019benchmark our U.S. executives’ 2022 compensation.
| | | | | | | | | | | | | BorgWarner Inc. | | Continental AG | | Cooper-Standard Holdings | | Dana Incorporated | | DENSO Corporation | | Goodyear Tire & Rubber | | Ingersoll-Rand PLC | Jabil Inc. | | Johnson Controls International PLC | | Lear Corporation | | Oshkosh Corporation | | Parker-Hannifin Corporation | | Snap-on Incorporated | | SPX CorporationYazaki | Stanley Black&Decker, & Decker | BorgWarner Inc. | Dana Inc. | | Cooper Standard | Tenneco Inc.Terex Corp. | | Terex Corporation | | The Timken CompanyCorp. | | Trinity Industries Inc. | Parker-Hannifin Corp. | YAZAKI CorporationTrane Technologies | | Dover Corp. | Fortive Corp. | ZF TRW Automotive Corp.Faurecia |
Companies in bold above are new additions to the peer group compared to the 2018 U.S. Peer Group.
Note: The following eleven (11) companies included in the 2018 U.S. Peer Group were removed when creating the 2019 U.S. Peer Group for the reasons noted above: Faurecia S.A., Eaton Corporation, Whirlpool Corporation, Northrop Grumman
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Corporation, Textron Inc., L3 Technologies Inc., Harman International, Rockwell Collins Inc., Rockwell Automation Inc., Spirit AeroSystems Holdings, Harris Corporation.
Compensation Benchmarking for Divisional Presidents Not Based in Sweden or the USA Mr. Oldorff. In considering 20192022 compensation for Mr. Hague,Oldorff, the Compensation CommitteeLDCC considered information provided by Willis Towers Watson about German executive pay levels in relevant companies in general industry survey data.
Mr. Yih´s compensation was reviewed against general industry data in China when setting his compensation at the start of his employment in 2022.
Decisions for 20192022 Compensation The following section of this CD&A focuses on the decisions linked to compensation paid to our named executive officers for 2019.2022.
The Compensation CommitteeLDCC reviews the compensation for the executives taking into consideration current market position and internal, external, and personal factors, including, but not limited to, the current market position of each respective named executive officer.experience, performance, retention risk, and advancement potential. Although the market analysis provides additional input for compensation decisions, the Company is aware that the limited number of peer companies in Sweden and potential changes to peer groups based on data availability may result in inconsistencies in a year-over-year analysis.
Mikael BrattBratt. . As compared to 2018,2021, Mr. Bratt’s:
| •■ | | base salary increased by 5.0%4.5% (in Swedish Kronor); |
| • | | | ■ | targetnon-equity incentive level (as %(as% of base salary) andwas increased from 55% to 60% with the associated cap remainedmaximum multiplier remaining unchanged; |
| • | | | ■ | approved grant value for stock incentive program participation was increased by 10%;from a fixed amount of SEK 7,000,000 to a fixed amount of 8,000,000 SEK; and |
| • | | | ■ | retirement plan contribution level (as % of base salary) remained unchanged.unchanged at 46%. |
Brad MurrayFredrik Westin. . As compared to 2018,2021, Mr. Murray’s:Westin’s:
| •■ | | base salary (which includes an international assignment allowance) increased by 0.5%2.6% (in USD)Swedish Kronor); |
| •■ | | targetnon-equity incentive level (as %(as% of base salary) and the associated cap remained unchanged; | | ■ | approved grant value for stock incentive program participation was increased from USD 250,000 to USD 280,000; and | | ■ | retirement plan contributions level (as % of base salary) remained unchanged. |
Frithjof Oldorff. As compared to 2021, Mr. Oldorff’s:
| •■ | base salary increased by 3.0% (in Euros); | | ■ | target non-equity incentive level (as% of base salary) and the associated cap remained unchanged; | | ■ | approved grant value for stock incentive program participation remained unchanged (in USD);at USD 250,000; and | | ■ | retirement plan contributions level (as % of base salary) remained unchanged. | | | |
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Anthony Nellis. As compared to 2021, Mr. Nellis’:
| | •■ | | retirement plan contributions and defined benefit plan components remained unchanged.
|
In addition to the annual compensation review described above, Mr. Murray signed an employment agreement addendum with the Company as of April 24, 2019. Further details about his employment agreement addendum are described under the section “Additional 2019 and 2020 Compensation Decisions”.
Mr. Murray also signed a new international assignment agreement with the company on January 23, 2020. Further details about his new international assignment agreement are described under the section “Additional 2019 and 2020 Compensation Decisions”.
Dan Garceau. As compared to 2018, Mr. Garceau’s:
| • | | base salary increased by 3.0%7.0% (in USD); |
| | •■ | | targetnon-equity incentive level (as %(as% of base salary) and the associated cap remained unchanged; |
| | •■ | | approved grant value for stock incentive program participation remained unchanged (in USD); and at USD 200,000 |
| | •■ | | retirement plan contributions remained unchanged. level adjusted as described on page 53. |
Jordi Lombarte.
As compared to 2018, Mr. Lombarte’s: | • | | base salary increased by 3.0% (in USD);
|
| • | | targetnon-equity incentive level (as % of base salary) and the associated cap remained unchanged;
|
| • | | approved grant value for stock incentive program participation remained unchanged (in USD); and
|
| • | | retirement plan contributions remained unchanged.
|
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Michael Hague. As compared to 2018, Mr. Hague’s:
| • | | base salary increased by 2.0% (in USD);
|
| • | | targetnon-equity incentive level (as % of base salary) and the associated cap remained unchanged;
|
| • | | approved grant value for stock incentive program participation remained unchanged (in USD); and
|
| • | | retirement plan contributions remained unchanged.
|
Mr. Hague signed a Mutual Separation Agreement withdescribed above, the Company as of July 1, 2019. Further details about the conditions of his separation agreement are described under the section “Potential Payments Upon Termination and Change in Control”.
Mats Backman. Mr. Backman’s resignation was effective February 2019; accordingly, the Compensation CommitteeLDCC did not make any adjustments toinclude Mr. Backman’s compensation in 2019.
Christian Hanke. Mr. Hanke was not an executive officer at the time of the Compensation Committee’s December 2018 compensation review and, accordingly, was not includedYih in its 2022 compensation review by the Compensation Committee. His 2019 compensation was determined within the senior management compensation review process. The Compensation Committee reviewed his compensation at the time of his assignment as Interim CFO and made limited adjustments to the compensation at that time, as described in “Additional 2019 and 2020 Compensation Decisions”.review.
2019
2022 Additional Benefits The Company’s executive compensation program also includes certain retirement / pension benefits (see page 4465 of this Proxy Statement) and certain other items of compensation, such as a company car. The Compensation CommitteeLDCC believes these benefits are appropriate for each of our named executive officers.
Additional 20192022 and 20202023 Compensation Decisions Mr. Hanke’s Temporary Compensation Arrangements as Interim CFO
As described above, in connection with his assignment as Interim Chief Financial Officer, effective March 1, 2019, the Compensation Committee approved an additional temporary cash allowance equivalent to 50% of his base salary on a monthly basis. The allowance was considered to be a part of his base salary for the purposes of calculating his annualnon-equity incentive payment which payment waspro-rated for the period of time during which he served as Interim CFO. All other terms and conditions of Mr. Hanke’s agreement remained unchanged. Mr. Murray’s International Assignment Agreement Addendum
On April 24, 2019, Mr. Murray signed an addendum to his existing temporary international assignment agreement (that would automatically cease as of March 31, 2020 unless extended by mutual agreement). The addendum included a retention arrangement that provided that all of his outstanding stock incentive grants would be forfeited, but an equivalentlump-sum payment would be made at the end of the assignment period, unlessper his employment was terminated for cause. All other terms and conditions of Mr. Murray’s agreement remained unchanged.
Mr. Murray’s International Assignment Agreement
On January 23, 2020, Mr. Murray signedcontract, the LDCC approved a new international assignment agreement, pursuant to which he agreed to remain employed by the Company through December 31, 2020. The agreement included the following clauses to encourage the retention of Mr. Murray until the end of the assignment period:
| • | | Mr. Murray will continue to be based in Japan until the end of the assignment.
|
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| • | | He will continue to be eligible for his base salary, international assignment allowance, short-term incentive for 2020, long-term incentive grant in 2020, his existing retirement and pension solutions, international assignment benefits and tax equalization according to the company’s international assignment policies.
|
| • | | If Mr. Murray’s employment is terminated for any reason other than for cause , then any RSUs and PSUs granted to him in February 2018 and February 2019 that remain outstanding as of the date of termination will be cancelled and he will receive: (i) a lump sum cash payment equivalent to the value of forfeited RSUs, calculated based on the Company’s share price on the date of termination (the “RSU Cash Payment”); and (ii) a lump sum cash payment equivalent to the value of the forfeited PSUs, if any, calculated based on the Company’s share price on the original vesting date and based on actual performance results. If Mr. Murray’s employment is terminated at the end of the assignment period, then any RSUs and PSUs granted to Mr. Murray in February 2020 that remain outstanding as of the date of termination will be forfeited and he will receive the RSU Cash Payment and PSU Cash Payment in respect thereof. In addition, for a period of 12 months following Mr. Murray’s termination of employment for any reason, the Company will subsidize Mr. Murray’s medical and dental benefits provided to local employees in the U.S. by continuing to pay the employer-portion of the premium costs.
|
| • | | Mr. Murray is prohibited from competingTransition RSU grant in February 2022 with the Company for a period of 12 months following his termination of employment for any reason other than a termination by the Company without cause. Ifthe non-competition covenant becomes operative, then the Company will pay to Mr. Murray up to a maximum of 60% of his salary as consideration for such covenant.
|
| • | | TheChange-in-Control Severance Agreement dated August 15, 1999, amended December 15, 2008 terminated and is void.
|
| • | | The agreement preserves Mr. Murray’s previously-agreed upon retention payment of $800,000, pursuant to the original terms and conditions thereof.
|
Mr. Westin’s Employment Agreement
Mr. Westin entered into an employment agreement with the Company effective March 1, 2020 or an earlier date to be agreed upon by the parties (the “Agreement”), which provides for the following key compensation and benefits:
| • | | annual base salary of 5,500,000 SEK (i.e. approx. $590,000);
|
| • | | targetnon-equity incentive award equal to 45% of base salary, subject to achievement of applicable performance goals;
|
| • | | participation in LTI program commencing in 2020, with an initial maximum grant date value of $208,333; and
|
| • | | participation in the Swedish pension scheme and private health insurance program, provision of a company car, and certain other perquisite and benefit programs on the same basis as similarly situated senior executives.
|
Mr. Westin will receive a 1,000,000 SEK (i.e. approx. $107,000)sign-on cash award payable within one month following his commencement of employment. He will also receive, on his first day of employment,a sign-on award ofRSUs (“Sign-on RSUs”) having a grant date value of 4,000,000 SEK (i.e. approx. $429,000),$500,000 to Mr. Yih, which Sign-on RSUs will vest in threetwo equal installments overin 2023 and 2024, provided that Mr. Yih remains employed by the three-year period following the grant.The Sign-on RSUs will be granted in addition to the annual LTI award described above.Company on such dates.
In addition, upon a qualifying termination of Mr. Westin’s employment (which includes an involuntary termination without cause or a resignation by him for “good reason”), he is entitled to receive a lump sum severance payment equal to 1.5 times his base salary, subject to Mr. Westin’s entry into a settlement agreement, which shall include, for example, a general release ofclaims, non-competition provision, and other covenants.
Results ofSay-on-Pay At our 20192022 annual meeting of stockholders held on May 7, 2019,10, 2022, approximately 83.9%97.6% of the stockholders who voted on the“say-on-pay” “say-on-pay” proposal approved the compensation of our named executive officers, - 38 -
while approximately 13.9%1.4% voted against (with approximately 2.2%1.0% abstaining). In considering the results of this most recent advisory vote on executive compensation, the Compensation CommitteeLDCC concluded that the stockholder vote continues to reflect favorable stockholder support of the compensation paid to our named executive officers and the compensation philosophy and objectives of the Company.
At the annual meeting of stockholders on May 9, 2017, our stockholders expressed a preference that advisory votes on executive compensation occur every year. In accordance with the results of this vote, the Board determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which will occuroccurs at the 2023 annual meeting. The Board recommends that stockholders approve continued annual advisory votes on executive compensation. Material Changes to 2020
Key Components of 2023 Compensation Program
| | •■ | | Autoliv’snon-equity incentive program for 2020 will2023 continues to be based 50% on the Company’s Adjusted Operating Income (in USD) and 50% on the Company’s Adjusted Cash Conversion, (in %). with certain limited exceptions including for Mr. Oldorff whose metrics will also include a metric specific to Autoliv Europe. |
| | •■ | | NamedAs in 2022, our named executive officers and certain other senior officers received 75% of their 20202023 LTI grant value in performance sharesPSUs and 25% in RSUs, that cliff vestexcept for the CEO who received 100% of his 2023 LTI grant value in PSUs.
| | ■ | The 2023 PSUs were granted in three approximately equal tranches (Tranche A, Tranche B, and Tranche C), with separate performance criteria for each tranche associated with full calendar years 2023, 2024 and 2025, respectively. Each tranche vests on or about the third anniversary of the grant date (during Q1 2026), subject to the officer’snamed executive officer‘s continued employment. 70%An example of the 2020 performance2023 PSUs is given below: |
| Total # of PSUs granted to the executive | 300 shares | | Tranche A | 100 shares | Based on targets set in February 2023 for the full calendar year 2023 | Vesting in Q1 2026 | | Tranche B | 100 shares | Based on targets set in February 2024 for the full calendar year 2024 | Vesting in Q1 2026 | | Tranche C | 100 shares | Based on targets set in February 2025 for the full calendar year 2025 | Vesting in Q1 2026 |
| Autoliv | | 58 | | 2023 Proxy Statement |
| ■ | 60% of the 2023 PSUs may be earned based on achievement of goals related to the Company’s EPS GrowthCompany‘s Earnings Per Share (EPS) in relation to Light Vehicle Production Growth and 30%USD, 25% may be earned based on achievement of goals related to the Company’s Order Intake Ratio (in %). Order Intake Ratio is the projected sales for the lifetime of each program awarded to AutolivCompany‘s Organic Sales Growth in relation to projected sales available for award inglobal light vehicle production growth (in %), and 15% may be earned based on achievement of goals related to the market.Company‘s Greenhouse Gas Emissions (in tons). |
Currencies for Executive Compensation The Company generally sets cash-based compensation (including for all our named executive officers) in the local currency of the country of service with limited exceptions. Accordingly, the Company set compensation in Swedish kronor (“SEK”) for Messrs. Bratt Hanke and Backman, andWestin, in U.S. dollars (“USD”) for Messrs. Murray, Garceau, HagueMr. Nellis, in Euros (“EUR”) for Mr. Oldorff, and Lombarte,in Chinese Yuan (“CNY”) for Mr. Yih, except for the annual target grant value of the LTI awards for which the compensation is set in USD for all our named executive officers.
For historic numbers, we have converted the compensation paid in prior years by the same exchange rate we applied for 20192022 compensation to facilitate comparison. While the historic amounts paid do not change, amounts reflecting historic figures in this Proxy Statement may differ significantly from disclosure in previous years due to fluctuations in exchange rates. We also note that the exchange rate prevailing at the time of the Compensation Committee’sLDCC’s review of compensation may vary significantly from the exchange rates prevailing at the time this Proxy Statement is prepared. As a result, theyear-to-year year- to-year percentage changes in compensation reviewed and approved by the Compensation CommitteeLDCC may differ significantly from the percentage changes in compensation presented in this Proxy Statement due to fluctuations in exchange rates.
| Autoliv | | 59 | | 2023 Proxy Statement |
Summary Compensation Table |
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Summary Compensation Table (1)
The following table shows information concerning the annual compensation for services provided by our named executive officers in the fiscal years ended December 31 in the periods 2017, 20182020, 2021 and 2019.20221.
| | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary $ | | Bonus $ | | | Stock
Awards $ (2) | | | Non-Equity
Incentive Plan
Compensation
$ | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings $ (3) | | All Other
Compensation
$ (4) | | Total ($) | Mikael Bratt(6) President and CEO | | | 2019 | | | 1,041,649(5) | | | - | | | | 550,035 | | | | 380,349 | | | - | | 427,147 | | 2,399,180 | | | | 2018 | | | 843,418 | | | - | | | | 371,289 | | | | 155,211 | | | - | | 335,581 | | 1,705,499 | | | | 2017 | | | 669,736 | | | - | | | | 371,392 | | | | 268,229 | | | - | | 263,498 | | 1,572,856 | | | | | | | | | | | | | | | | | | | | | | | | | | | Christian Hanke(6) Interim CFO; VP Corporate Control | | | 2019 | | | 265,615(5) | | | - | | | | 79,169 | | | | 49,333 | | | - | | 76,621 | | 470,737 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mats Backman Former CFO, Executive VP Finance | | | 2019 | | | 214,444(5) | | | - | | | | - | | | | - | | | - | | 38,300 | | 252,744 | | | | 2018 | | | 603,656 | | | - | | | | 371,289 | | | | 135,823 | | | - | | 533,686 | | 1,644,453 | | | | 2017 | | | 580,438 | | | - | | | | 371,392 | | | | 261,197 | | | - | | 221,484 | | 1,434,511 | | | | | | | | | | | | | | | | | | | | | | | | | | | Brad Murray(6) President, Asia | | | 2019 | | | 418,240 | | | - | | | | 199,956 | | | | 141,156 | | | 671,700 | | 1,370,852 | | 2,801,903 | | | | 2018 | | | 414,099 | | | - | | | | 141,504 | | | | 86,661 | | | 155,900 | | 494,329 | | 1,292,493 | | | | | | | | | | | | | | | | | | | | | | | | | | | Dan Garceau(6) Former President, Americas | | | 2019 | | | 517,202 | | | - | | | | 199,956 | | | | 174,556 | | | - | | 82,329 | | 974,043 | | | | 2018 | | | 492,109 | | | - | | | | 125,040 | | | | 84,494 | | | - | | 85,389 | | 787,032 | | | | | | | | | | | | | | | | | | | | | | | | | | | Jordi Lombarte(6) Executive Vice President, Chief Technology Officer | | | 2019 | | | 442,900 | | | - | | | | 199,956 | | | | 116,261 | | | - | | 180,746 | | 939,863 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael Hague(6) Former President, Europe | | | 2019 | | | 559,627(5) | | | - | | | | 199,956 | | | | - | | | - | | 1,200,923 | | 1,960,506 | | | | 2018 | | | 504,858 | | | - | | | | 125,040 | | | | 93,189 | | | - | | 347,391 | | 1,070,479 |
Name and Principal Position | Year | Salary
($) | Bonus
($) | Stock
Awards
($)(2) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3) | All Other
Compensation
($)(4) | TOTAL
($) | Mikael Bratt
President and CEO
| 2022 | 1,136,546(5) | — | 570,351 | 621,437 | — | 529,657 | 2,857,991 | | 2021 | 1,091,875 | — | 280,599 | 962,241 | — | 508,328 | 2,843,043 | | 2020 | 936,084 | — | 663,616 | 479,060 | — | 448,023 | 2,526,783 | Fredrik Westin
Executive Vice
President and Chief
Financial Officer | 2022 | 554,184 | — | 203,744 | 234,420 | — | 220,967 | 1,213,314 | | 2021 | 540,141 | — | 125,031 | 403,485 | — | 211,654 | 1,280,311 | | 2020 | 412,790 | 95,812 | 628,629 | 197,612 | — | 161,257 | 1,496,101 | | Sng Yih(6) | 2022 | 494,427 | — | 624,994 | 209,142 | — | 166,523 | 1,495,086 | President, Autoliv
China (ACH) | | | | | | | | | | Frithjof Oldorff | 2022 | 599,833 | — | 188,750 | 253,729 | — | 65,533 | 1,107,844 | | President, Autoliv | 2021 | 582,362 | — | 125,031 | 435,024 | — | 62,675 | 1,205,092 | | Europe (AEU) | 2020 | 539,759 | — | 199,928 | 255,671 | — | 67,212 | 1,062,570 | | Anthony Nellis(6) | 2022 | 560,579 | — | 151,061 | 184,430 | —(7) | 91,986 | 988,056 | | General Counsel and EVP Legal | | | | | | | | |
| (1) | The amounts contained in the table were paid in SEK, USD, EUR, and JPY.CNY. All amounts have been converted to U.S. dollars using the following exchange rates: 1 USD = 9.317110.4371 SEK = 0.89300.9379 EUR = 109.2018 JPY.6.9502 CNY. Amounts are rounded to the nearest whole number and, as a result of such rounding, the amounts reflected in the “Total” column may differ slightly from the sum of amounts set forth in each individual column. |
| (2) | The numbers reflect the aggregate grant dategrant-date fair value of the RSUs granted in each respective year and the PSsPSUs granted in 2017 and 2019,each respective year, calculated in accordance with FASB Topic 718 for 2017 and 2019.718. The fair value of the RSUs and PSUs granted in 2017, 20182020, 2021 and 2019 and PSs granted in 2017 and 20192022 was calculated based on the closing price per share of stock on the grant date. The grant date fair value of the PSsPSUs was computed by multiplying (i) the target number of PSsPSUs awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value per share used for financial reporting purposes. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values of the PSsPSU and RSU awards (as applicable) would have been as follows: (i) 2017:2020: Mr. Bratt, ($371,392); $;$1,161,328; Mr. Backman ($371,392)Westin, $784,861; and Mr. Oldorff, $349,893; (ii) 2021: Mr. Bratt, $561,198; Mr. Westin, $187,547; and Mr. Oldorff, $187,547; and (iii) 2022: Mr. Bratt, $1,140,702; Mr. Westin, $337,482; Mr. Yih, $687,553; Mr. Oldorff, $315,040; and Mr. Nellis, $252,074. The PSUs granted in 2022 (referred to herein as the 2022 PSU (Tranche A), the 2022 PSU (Tranche B), and (ii) 2019: Mr. Bratt ($825,053); Mr. Hanke ($118,753); Mr. Murray ($299,934); Mr. Garceau ($299,934); Mr. Lombarte ($299,934);the 2022 PSU (Tranche C)) are comprised of three one-year performance periods with goals related to EPS (60%), Relative Organic Sales Growth (25%) and Mr. Hague ($299,934)Greenhouse Gas Emissions (15%). The performance goals for 2022 PSU (Tranche B) and 2023 PSU (Tranche C) were not established at the date of grant in 2022 and, as a result, for accounting purposes, 2022 PSU (Tranche B) and 2022 PSU (Tranche C) are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the 2022 PSU (Tranche A) is reported in the Stock Awards column for 2022, but the grant date fair value of the 2022 PSU (Tranche B) and the 2022 PSU (Tranche C) will not be reported in the Stock Awards column until 2023 and 2024, respectively. On the other hand, performance goals were set in January 2022 for Tranche B of the PSUs granted in 2021. The grant date fair value of these awards is therefore included in this year´s Stock Awards column, together with dividend equivalents earned on this Tranche during 2021. |
| (3) | All amounts relate to Change in Pension Value as used for accounting purposes according to U.S. GAAP.
|
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| Autoliv | | 60 | | 2023 Proxy Statement |
| (4) | The following table reflects the items that are included in the All Other Compensation column for 2019. 2022. |
| | | | | | | | | | | | | | | | | | 2019 All Other Compensation | | | | | | | | | | | Name | | Perquisites
$ (a) | | Company
Contributions
to Defined
Contribution
Plans $ (b) | | Tax
Payment
$ (c) | | Vacation
Supplement
$ (d) | | Other
allowances
/ payments
$ (e) | | Severance
$ (f) | | TOTAL $ | | Mikael Bratt | | 12,715 | | 405,706 | | 0 | | 8,726 | | 0 | | 0 | | | 427,147 | | Christian Hanke | | 2,339 | | 72,490 | | 0 | | 1,792 | | 0 | | 0 | | | 76,621 | | Mats Backman | | 1,879 | | 35,213 | | 0 | | 1,207 | | 0 | | 0 | | | 38,300 | | Brad Murray | | 241,683 | | 34,616 | | 872,434 | | 0 | | 222,119 | | 0 | | | 1,370,852 | | Dan Garceau | | 42,186 | | 40,144 | | 0 | | 0 | | 0 | | 0 | | | 82,329 | | Jordi Lombarte | | 144,682 | | 36,063 | | 0 | | 0 | | 0 | | 0 | | | 180,746 | | Michael Hague | | 80,499 | | 11,200 | | 166,591 | | 0 | | 127,894 | | 814,740 | | | 1,200,923 | |
| Name | Perquisites
($)(a) | Company
Contributions
to Defined
Contribution Plans
($)(b) | Tax
Payment
($)(c) | Vacation
Supplement
($)(d) | TOTAL ($) | | Mikael Bratt | 15,593 | 506,846 | — | 7,218 | 529,657 | | Fredrik Westin | 18,912 | 193,964 | — | 8,091 | 220,967 | | Sng Yih | 159,514 | — | 7,009 | — | 166,523 | | Frithjof Oldorff | 5,550 | 59,983 | — | — | 65,533 | | Anthony Nellis | 37,556 | 54,430 | — | — | 91,986 |
| a. | For Messrs.Mr. Bratt, Hanke and Backman, reflects the value of a company car, fuel, parking,including operating costs, and company-paid healthcare benefits. For Mr. Murray,Westin, reflects the value of a company car, fuel,including operating costs, and company-paid healthcare benefits, home leave airline ticketsbenefits. For Mr. Yih, reflects the value of a company car,including operating costs and driver ($42,681)29,017), housing benefit ($83,389), school fees for dependent children ($45,325), and company paid housing and utilities ($169,371).medical insurance. For Mr. Garceau,Oldorff, reflects the value of a company car, including operating costs. For Mr. Nellis, reflects an auto allowance ($25,200), fuel, and company-paid healthcare benefits. For Mr. Lombarte, reflects an auto allowance ($25,200), Company-provided housing ($85,578) (which benefit will not be continued beyond August 2020), home leave airline tickets, fuel and company-paid healthcare benefits. For Mr. Hague. reflects the value of a company car, fuel, Company-paid housing and utilities ($45,626), language lessons, and company-paid healthcare benefits. For all perquisites, the value reported reflects the aggregate incremental cost to the Company of providing the benefit. The Company determined the cost of the company car based on the value of the lease payment/amortization or car allowance paid, as applicable. applicable. |
| b. | Reflects for Messrs. Bratt and BackmanWestin contributions to the named executive officer’s defined contribution plans in Sweden. Reflects for Mr. Hanke premiums paid inOldorff contributions to his pensiondefined contribution plan in Sweden.Germany. Reflects for Mr. MurrayNellis matching contributions to the U.S. 401(k) plan and $23,416 matching contributions to the Autoliv North AmericaNon-Qualified Retirement Plan. Reflects for Mr. Garceau matching contributions to the U.S. 401(k) plan and $28,944 in matching contributions to the Autoliv North AmericaNon-Qualified Retirement Plan. Reflects for Mr. Hague matching contributions to the U.S. 401(k) plan. Reflects for Mr. Lombarte matching contributions to the U.S. 401(k) plan and $24,786 in matching contributions to the Autoliv North AmericaNon-Qualified Retirement Plan. Reflects for Mr. Hague matching contributions to the U.S. 401(k) plan. |
| c. | Per the terms of his employment, Mr. Yih is reimbursed for the Company’s international assignment policies and respective agreementstax on certain non-cash benefits. |
| d. | Reflects for Messrs. MurrayBratt and Hague, they are entitled to tax equalization benefits whereby the Company will cover the difference between (i) a hypothetical home country tax and (ii) worldwide actual taxes. Reflects for Mr. Murray taxgross-up payments on the 2019 benefits related to his international assignment to Japan ($20,957) and the tax equalization payment related to compensation earned in 2018 ($851,477). Reflects for Mr. Hague taxgross-up payments related to his 2019 income and benefits related to his international assignment to Germany ($35,231) and the tax equalization payment related to compensation earned in 2018 ($131,360). Tax equalization ensures that the tax costs incurred by Mr. Murray and Mr. Hague on the international assignment are equivalent to what the tax costs would have been had each remained in the U.S. The tax equalization amounts were not paid to these officers but were paid directly to the appropriate tax authorities. The tax equalization payments for 2019 compensation were not final or paid at the time of the filing last year’s Proxy Statement. In reporting compensation for Mr. Murray and Hague in our proxy statement filed in March 2019, the tax equalization values for 2017 compensation were not included as they were not NEOs in 2017. Messrs. Murray and Hague first became NEOs with respect to calendar year 2018. For this reason, thisone-year delay in availability of tax equalization amounts created a big difference in reported total compensation levels for 2018 and 2019. |
| d. | ReflectsWestin the vacation supplement required by Swedish labor law.
|
| e.(5) | Reflects for Mr. Murray a net foreign service allowance pursuant to his international assignment agreement. Reflects for Mr. Hague a cash allowance contractually paid to him as 25% of his base salaryIncludes payment in lieu of retirement contributions.
|
| f. | Reflects a lump sum severance payment equal to 18 months’ base salary.
|
| (5) | Includes payment of unused vacation days for Mr. Bratt ($27,385), Mr. Hanke ($2,507), Mr. Backman ($117,548),33,955).
|
| (6) | Messrs. Yih and Mr. Hague ($48,049). For Mr. Hanke also includes his allowance as acting EVP Finance and CFO described above. |
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| (6) | Messrs. Murray, Garceau and HagueNellis were not named executive officers in 2017. Messrs. Hanke and Lombarte were2020 or 2021.
|
| (7) | The change in pension value for Mr. Nellis was -$371,800 for 2022. Negative number not named executive officersincluded in either 2017 or 2018. Messrs. Bratt, Murray, Garceau and Hague all entered into new roles during 2018; as a result, their total 2018 compensation reflects compensation for a partial yearthe table. |
| Autoliv | | 61 | | 2023 Proxy Statement |
2022 Grants of service in their current roles. The increase in total compensation from 2018 to 2019 reflects, in part, the fact that they had only served in their current role for part of 2018, as compared to compensation for service in their current role for a full year in 2019.Plan-Based Awards Table |
2019 Grants of Plan-Based Awards Table
The following table summarizes grants of plan-based awards to named executive officers made in the year ended December 31, 2019.20221.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts under
Non-Equity
Incentive Plan Awards | | | Estimated Possible Payouts
under Equity
Incentive Plan Awards (1) | | | All Other
Stock
Awards:
Number
of Shares of
Stock or
Units
(#)(2) | | | Grant date
Fair
Value of Stock
Awards
($) | | | | | Grant
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | Mikael Bratt | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 5,273 | | | | 10,546 | | | | - | | | | 412,507 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,758 | | | | 137,528 | | | | | | | | | - | | | | 507,132 | | | | 1,014,264 | | | | - | | | | - | | | | - | | | | - | | | | - | | Christian Hanke | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 759 | | | | 1,518 | | | | - | | | | 59,377 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 253 | | | | 19,792 | | | | | | | | | - | | | | 65,777 | | | | 131,554 | | | | - | | | | - | | | | - | | | | - | | | | - | | Brad Murray | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 1,917 | | | | 3,834 | | | | - | | | | 149,967 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 639 | | | | 49,989 | | | | | | | | | - | | | | 188,208 | | | | 376,416 | | | | - | | | | - | | | | - | | | | - | | | | - | | Dan Garceau | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 1,917 | | | | 3,834 | | | | - | | | | 149,967 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 639 | | | | 49,989 | | | | | | | | | - | | | | 232,741 | | | | 465,482 | | | | - | | | | - | | | | - | | | | - | | | | - | | Jordi Lombarte | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 1,917 | | | | 3,834 | | | | - | | | | 149,967 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 639 | | | | 49,989 | | | | | | | | | - | | | | 155,015 | | | | 310,030 | | | | - | | | | - | | | | - | | | | - | | | | - | | Michael Hague | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | 1,917 | | | | 3,834 | | | | - | | | | 149,967 | | | | | 02/18/2019 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 639 | | | | 49,989 | | | | | | | | | - | | | | 224,054 | | | | 448,107 | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | Estimated Possible Payouts
under non-equity Incentive Plan
Awards | | Estimated Possible Payouts
under equity Incentive
Plan Awards(2) | All other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | Grant date
Fair Value
of Stock
Awards
($) | | | Grant
Date | Threshold
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | | Mikael Bratt | 02/21/2022 | — | — | — | | — | 6,039 | 12,077 | — | 570,351 | | | — | 661,103 | 1,322,206 | | — | — | — | — | — | | | | 02/21/2022 | — | — | — | | — | 1,412 | 2,825 | — | 133,738 | | Fredrik Westin | 02/21/2022 | — | — | — | | — | — | — | 705 | 70,007 | | | | | 249,383 | 498,765 | | — | — | — | — | — | | | 02/21/2022 | — | — | — | | — | 630 | 1,260 | — | 62,559 | | Sng Yih | 02/21/2022 | — | — | — | | — | — | — | 5,664(3) | 562,435 | | | | — | 222,492 | 444,984 | | — | — | — | — | — | | | 02/21/2022 | — | — | — | | — | 1,337 | 2,675 | — | 126,290 | | Frithjof Oldorff | 02/21/2022 | — | — | — | | — | — | — | 629 | 62,460 | | | | — | 269,925 | 539,849 | | — | — | — | — | — | | | 02/21/2022 | — | — | — | | — | 1,070 | 2,140 | — | 101,014 | | Anthony Nellis | 02/21/2022 | — | — | — | | — | — | — | 504 | 50,047 | | | | — | 196,203 | 392,405 | | — | — | — | — | — |
| (1) | The numbers reflect the aggregate grant date fair value of the RSUs calculated with the actual share price on the day of grant. Each of the named executive officers received his RSU and PSU grants in February 2022. | | (2) | Reflects RSUs grantedthe 2022 PSU (Tranche A) and 2021 PSU (Tranche B) with the applicable grant date share price in 2019 under our 1997 Plan.2021 and 2022 respectively. See footnote (2) to the Summary Compensation Table for a description of the performance share program. | | (3) | Includes Mr. Yih´s 2022 sign-on retention grant, as described above in the section “Additional 2022 and 2023 Compensation Decisions“. |
| Autoliv | | 62 | | 2023 Proxy Statement |
Outstanding Equity Awards at 2022 Fiscal Year-End |
| (2) | Reflects PSs granted in 2019 under our 1997 Plan.
|
- 42 -
Outstanding Equity Awards at 2019 FiscalYear-End
A summary of securities underlying outstanding plan awards for the named executive officers in the year ended December 31, 20192022 is provided below.
| | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards (1) | | Stock Awards (1) | | Name | | Grant year | | Awards linked
to which
company | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Option
Exercise Price ($) | | Option
Expiration Date ($) | | Number of Shares or
Units of
Stock
That Have
Not
Vested
(#)(2)(3) | | Market Value of
Shares or
Units of
Stock
That
Have Not
Vested ($)(4) | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(2)(5) | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)(4) | Mikael Bratt | | 2019 | | Autoliv | | - | | - | | - | | 1,817 | | 153,373 | | 5,450 | | 460,035 | | | 2018 | | Autoliv | | - | | - | | - | | 1,949 | | 164,515 | | | | | | | Veoneer | | - | | - | | - | | 4,363 | | 68,150 | | | | | | | 2017 | | Autoliv | | - | | - | | - | | 2,243 | | 189,332 | | | | | | | Veoneer | | - | | - | | - | | 5,021 | | 78,428 | | | | | Christian Hanke(6) | | 2019 | | Autoliv | | - | | - | | - | | 261 | | 22,031 | | 784 | | 66,177 | | | 2018 | | Autoliv | | - | | - | | - | | 415 | | 35,030 | | | | | | | Veoneer | | - | | - | | - | | 930 | | 14,527 | | | | | | | 2017 | | Autoliv | | - | | - | | - | | 478 | | 40,348 | | | | | | | Veoneer | | - | | - | | - | | 1,070 | | 16,713 | | | | | Brad Murray | | 2019 | | Autoliv | | - | | - | | - | | 660 | | 55,711 | | 1,981 | | 167,216 | | | 2018 | | Autoliv | | - | | - | | - | | 743 | | 62,717 | | - | | - | | | Veoneer | | - | | - | | - | | 1,663 | | 25,976 | | - | | - | | | 2017 | | Autoliv | | - | | - | | | | 853 | | 72,002 | | - | | - | | | Veoneer | | - | | - | | | | 1,911 | | 29,850 | | - | | - | | | 2015 | | Autoliv | | 1,319 | | 80.40 | | 02/16/25 | | - | | - | | - | | - | | | Veoneer | | 3,099 | | 34.25 | | 02/16/25 | | - | | - | | - | | - | | | 2014 | | Autoliv | | 1,577 | | 67.29 | | 02/19/24 | | - | | - | | - | | - | | | Veoneer | | 3,703 | | 28.67 | | 02/19/24 | | - | | - | | - | | - | | | 2013 | | Autoliv | | 2,219 | | 49.07 | | 02/19/23 | | - | | - | | - | | - | | | Veoneer | | 5,211 | | 20.91 | | 02/19/23 | | - | | - | | - | | - | | | 2012 | | Autoliv | | 710 | | 47.52 | | 02/22/22 | | - | | - | | - | | - | | | Veoneer | | 1,668 | | 20.25 | | 02/22/22 | | - | | - | | - | | - | Dan Garceau(6) | | 2019 | | Autoliv | | - | | - | | - | | 660 | | 55,711 | | 1,981 | | 167,216 | | | 2018 | | Autoliv | | - | | - | | - | | 656 | | 55,373 | | - | | - | | | Veoneer | | - | | - | | - | | 1,469 | | 22,946 | | - | | - | | | 2017 | | Autoliv | | - | | - | | - | | 754 | | 63,645 | | - | | - | | | Veoneer | | - | | - | | - | | 1,688 | | 26,367 | | - | | - | Jordi Lombarte | | 2019 | | Autoliv | | - | | - | | - | | 660 | | 55,711 | | 1,981 | | 167,216 | | | 2018 | | Autoliv | | - | | - | | - | | 472 | | 39,842 | | - | | - | | | Veoneer | | - | | - | | - | | 1,057 | | 16,510 | | - | | - | | | 2017 | | Autoliv | | - | | - | | - | | 542 | | 45,750 | | - | | - | | | Veoneer | | - | | - | | - | | 1,215 | | 18,978 | | - | | - | Michael Hague(6) | | 2019 | | Autoliv | | - | | - | | - | | - | | - | | - | | - | | | 2018 | | Autoliv | | - | | - | | - | | - | | - | | - | | - | | | Veoneer | | - | | - | | - | | - | | - | | - | | - | | | 2017 | | Autoliv | | - | | - | | - | | - | | - | | - | | - | | | Veoneer | | - | | - | | - | | - | | - | | - | | - |
| | | Option Awards(1) | | Stock Awards(1) | | Name | Grant
year | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Option
Exercise
Price ($) | Option
Expiration
Date ($) | Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(2)(3) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(4) | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(2)(5) | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(4) | | | 2022 | — | — | — | 2,015(4) | 154,309 | 5,926(5) | 453,813 | | Mikael Bratt | 2021 | — | — | — | 3,089(6) | 236,556 | 3,286(7) | 251,642 | | | 2020 | — | — | — | 5,352(8) | 409,856 | — | — | | | 2022 | — | — | — | 1,225(4) | 93,811 | 1,458(5) | 111,654 | | Fredrik Westin | 2021 | — | — | — | 1,420(6) | 108,744 | 731(7) | 55,980 | | | 2020 | — | — | — | 4,085(8) | 312,829 | — | — | | Sng Yih | 2022 | — | — | — | 6,306(4) | 482,941 | 1,302(5) | 99,707 | | | 2022 | — | — | — | 1,094(4) | 83,779 | 1,302(5) | 99,707 | | Frithjof Oldorff | 2021 | — | — | — | 1,420(6) | 108,744 | 731(7) | 55,980 | | | 2020 | — | — | — | 1,611(8) | 123,370 | — | — | | | 2022 | — | — | — | 875(4) | 67,008 | 1,041(5) | 79,720 | | Anthony Nellis | 2021 | — | — | — | 1,134(6) | 86,842 | 585(7) | 44,799 | | | 2020 | — | — | — | 1,411(8) | 108,054 | — | — | | | 2015 | 760 | 80.40 | 02/16/2025 | — | — | — | — |
(1) | (1) | The above plan awards were granted on February 22, 2012, February 19, 2013, February 19, 2014, February 16, 2015, February 19, 2017,2020, February 13, 201818, 2021 and February 18, 2019.21, 2022 respectively. All options granted are for10-year terms with an exercise price equal to the fair market value (as defined in the 1997 Plan) per share on the date of grant and become exercisable after one year of continued employment following the grant date. RSUs and Performance sharesPSUs generally cliff vest after three years. |
(2) | (2) | For all RSU and Performance sharesPSU grants, the numbers reflect both the number of RSUs and Performance sharesPSUs originally granted and the additional RSUs and Performance sharesPSUs accrued through dividend equivalent rights through December 31, 2019.2022. |
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(4)(3) | The closing price on the NYSE for our common stock on December 31, 2019,30, 2022, the last trading day of the year, was $84.41. The closing price$76.58. |
| (4) | Includes the 2022 PSU Tranche A, which was earned based on Company´s performance in 2022 but will vest in the NYSE forfirst quarter of 2025, subject to the Veoneer Inc. common stockexecutive’s continued employment on December 31, 2019 was $15.62.such date. |
(5) | (5) | Reflects PSs,the 2022 PSU Tranche B and C, which may be earned based on the Company’s Order Intake Ratio (35%Company´s EPS (60%), Relative Sales Growth (25%) and EPS Growth in relation to Light Vehicle Production Growth (65%Greenhouse Gas Emissions (15%) over afor two separate one-year performance period commencing January 1, 2019periods for each of calendar years 2023 and concluding December 31, 2021.2024. The number of PSsPSUs reflected in the table assumes performance at the target performance level for both metrics.metrics for each of the two performance periods. |
| (6) | Includes the 2021 PSU Tranche A and B, which was earned based on Company´s performance in 2021 and 2022 but will vest in the first quarter of 2024, subject to the executive’s continued employment on such date. |
| (7) | Reflects the 2021 PSU Tranche C which may be earned based on the Company´s Order Intake Ratio (30%) and EPS Growth in relation to Light Vehicle Production Growth (70%) in the one-year performance period for calendar year 2023. The number of PSUs reflected in the table assumes performance at the target performance level for both metrics. |
| (8) | Reflects the 2020 PSUs, which was earned based on the Company’s Order Intake Ratio (30%) and EPS Growth in relation to Light Vehicle Production Growth (70%) over a performance period commencing January 1, 2020 and concluding December 31, 2022. |
(6)Autoliv | | 63 | | 2023 Proxy Statement |
Messrs. Hague, Hanke Option Exercises and Garceau forfeited or shall forfeit their unvested equity awards in connection with the termination of their employment on November 30, 2019, March 2, 2020 and no later than August 10, 2020, respectively.Stock Vested During 2022
|
Option Exercises and Stock Vested During 2019
The following table summarizes for each of our named executive officers the option awardsRSUs that vested and stock options that were exercised and RSUs that vested during the year ended December 31, 2019.2022.
| | | | | | | | | | | | | | | | Name | | Option Awards | | | Stock Awards | | | Number of
Shares
Acquired on
Exercise (#) | | | Value Realized
on Exercise
($) | | | Number of Shares
Acquired on
Vesting (#) | | Value Realized
on Vesting
($)(1) | | | | | | | Mikael Bratt | | | - | | | | - | | | Autoliv | | 1,192 | | 92,244 | | | | - | | | | - | | | Veoneer | | 2,798 | | 76,602 | Christian Hanke | | | - | | | | - | | | Autoliv | | - | | - | | | | - | | | | - | | | Veoneer | | - | | - | Mats Backman | | | - | | | | - | | | Autoliv | | 959 | | 75,023 | | | | - | | | | - | | | Veoneer | | 2,251 | | 65,279 | Brad Murray | | | - | | | | - | | | Autoliv | | 810 | | 63,366 | | | | - | | | | - | | | Veoneer | | 1,904 | | 55,216 | Dan Garceau | | | - | | | | - | | | Autoliv | | 716 | | 56,013 | | | | - | | | | - | | | Veoneer | | 1,682 | | 48,778 | Jordi Lombarte | | | - | | | | - | | | Autoliv | | 453 | | 35,438 | | | | - | | | | - | | | Veoneer | | 1,065 | | 30,885 | Michael Hague | | | - | | | | - | | | Autoliv | | 453 | | 35,438 | | | | - | | | | - | | | Veoneer | | 1,065 | | 30,885 |
| | | Option Awards | | Stock Awards | | Name | | Number of Shares
Acquired on Exercise (#) | Value Realized on
Exercise ($)(1) | | Number of Shares
Acquired on Vesting (#) | Value Realized on
Vesting ($)(2) | | Mikael Bratt | Autoliv | — | — | | 9,163 | 909,886 | | Fredrik Westin | Autoliv | — | — | | 2,120 | 176,766 | | Sng Yih | Autoliv | — | — | | — | — | | Frithjof Oldorff | Autoliv | — | — | | 1,028 | 78,940 | Anthony Nellis | Autoliv | — | — | | 2,915 | 289,460 | | Veoneer | 1,786 | 4,912 | | — | — |
(1) | (1) | For Mr. Nellis reflects the cashout of all outstanding stock options in Veoneer in connection with SSW Partner’s purchase of Veoneer. |
| (2) | The value realized on vesting of RSUs shown in the table above was calculated as the product of the closing price of a share of our common stock andon the Veoneer Inc. common stock respectively, on therespective vesting date multiplied by the number of RSUs vested. |
| Autoliv | | 64 | | 2023 Proxy Statement |
Pension Benefits
The following table summarizes the present value of the benefit (andand other information)information under the defined benefit plan of the Company for the named executive officer in the year ended December 31, 2019.2022. Of our named executive officers, only Mr. MurrayNellis participates in a defined benefit plan.
Name | | | | | | | | | | | | | | | Name | | Plan Name | | Number of
Years Credited
Services (#) | | | Present Value of
Accumulated
Benefit ($)
(1) | | | Payments during
Last Fiscal
Year ($) | | Brad Murray
| Anthony Nellis | Autoliv ASP, Inc. Pension Plan
Autoliv ASP, Inc. Excess Pension Plan | 20 20 |
$390,800 $290,400 | 32
32— — |
|
| |
| 1,275,400(1)
1,728,000(1) |
| | | - | |
| (1) | The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2019,2022, using the plan’s benefit formula and actual earnings and service through December 31, 2019.2022. The calculation is based on the same assumptions used for financial reporting purposes under generally accepted accounting principles with the following exceptions: (a) Mr. MurrayNellis was assumed to retire on his normal retirement date of July 1, 2024,65, (b) Mr. MurrayNellis was assumed to elect a lump sum payment in both plans, payable on JulyAugust 1, 20242033 and (c) nopre-retirement decrements (withdrawal, retirement, disability, or death) were assumed. Key assumptions used to calculate the defined benefit value as of December 31, 2022 are as follows: (i) discount rate of 5.41%, (ii) lump sum interest rates of 6.54% for the first five years, 5.59% for the next 15 years, and 5.58% thereafter, and (iii) solely for determination of the projected lump sum amounts, the estimated future applicable mortality rates is based on future 417(e) rates based on actual 417(e) tables through 2022 projected forward using MP-2021. |
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Key assumptions used to calculate the defined benefit value as of December 31, 2019 are as follows: (i) discount rate of 3.25%, (ii) lump sum interest rates of 2.82% for the first five years, 3.79% for the next 15 years, and 3.80% thereafter, and (iii) solely for determination of the projected lump sum amounts, the assumed future applicable mortality table under U.S. Internal Revenue Code Section 417(e) rates based on RP2014 base table back-projected to 2006 and projected forward usingMP-2019.
U.S. Pension PlanPlan. . During 2019,2022, Mr. MurrayNellis participated in the Autoliv ASP, Inc. Pension Plan (which we refer to as the “Pension Plan”). The Pension Plan is a funded, defined benefit pension plan that provides benefits for the Company’s U.S. employees hired prior to January 1, 2004, who meet minimum age and service eligibility requirements. Subject to certain limitations, the monthly retirement benefit under the Pension Plan (assuming attainment of age 65, the retirement age specified by the plan, and an election to receive payments in the form of a life annuity), is determined in accordance with a formula that takes into account the following factors: the highest average of any consecutive five calendar years of pensionable earnings during the last ten years of employment ending December 31, 2021 (“average final earnings”), and the number of years of benefit service. The retirement benefit for Mr. MurrayNellis under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
| | •■ | | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
| | •■ | | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus |
| | •■ | | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
| | •■ | | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
For purposes of this formula, “earnings” in a given year means the participant’s gross annual compensation, excluding amounts credited or paid under the key employees stock option and performance unit plan, long-term incentive plans, excluded allowances, severance pay and reimbursement for employment-related expenses, but including bonuses and incentive pay which is not, and has not been, subject to deferred income taxation under the U.S. Internal Revenue Code. “Covered Compensation” means the average of the Social Security taxable wage bases during the35-year period ending with the year in which the participant reaches the Social Security normal retirement age. Pension Plan benefits will begin when a participant reaches normal retirement age, defined as age 65. Benefits can commence immediately upon termination if the participant is vested after five years of vesting service, but if benefits are commenced prior to age 60, the benefit will be lower than at normal retirement age. Disability retirement is offered under the Pension Plan to participants who have at least 15 years of vesting service, are eligible to receive Social Security Disability benefits, become totally and permanently disabled while employed, and are not eligible to participate in long-term disability insurance.
| Autoliv | | 65 | | 2023 Proxy Statement |
Benefits under the Pension Plan are payable in the form of a lump sum or annuity, as selected by the participant. Participants in the Pension Plan will be 100% vested in their plan benefit after five years of vesting service or if they reach age 65 while employed by Autoliv. Mr. MurrayNellis is fully vested in his Pension Plan benefits. Mr. Nellis is eligible for early retirement beginning at the age of 55. If he elects to take early retirement his retirement benefit under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus | | ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Excess Pension PlanPlan.. Mr. MurrayNellis also participated in the Autoliv ASP, Inc. Excess Pension Plan (which we refer to as the “Excess Pension Plan”). The Excess Pension Plan is an unfunded, nonqualified defined benefit retirement plan, pursuant to which participating U.S. employees are eligible to receive a retirement benefit based on the benefit they would receive under the Pension Plan. Benefits payable under the Excess Pension Plan are calculated without regard to the limitations imposed by the U.S. Internal Revenue Code on the amount of compensation that may be considered under the Pension Plan. The purpose of the Excess Pension Plan is to supplement the benefits payable under the Pension Plan.
The benefit payable under the Excess Pension Plan is equal to the excess, if any, of (i) the monthly benefit that would be payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, computed without regard to applicable U.S. Internal Revenue Code limitations, and computed as if amounts deferred under a bonus or incentive compensation plan had been counted as “earnings” under the Pension Plan), over (ii) the amount of monthly benefit payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, as limited by the U.S. Internal Revenue Code and the terms of the Pension Plan. Benefits under the Excess Pension Plan will be payable in a single lump sum on the first daypay date of the seventh month following the month in which the executive retires or otherwise separates from service. Mr. MurrayNellis is fully vested in his benefits in the Excess Pension Plan. Both the U.S. Pension Plan and the Excess Pension Plan froze future benefits accruals after December 31, 2021.
| Autoliv | | 66 | | 2023 Proxy Statement |
Nonqualified Deferred Compensation |
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Nonqualified Retirement Deferred Compensation
The following table sets forth certain information with respect to the Autoliv North AmericaNon-Qualified Retirement Plan (which we refer to as theNon-Qualified Retirement Plan). Messrs. Murray, Garceau and Lombarte areMr. Nellis is the only named executive officersofficer that participateparticipates in theNon-Qualified Retirement Plan.
| | | | | | | | | | | | Name | | Executive
Contributions
in Last Fiscal
Year ($)(1) | | Registrant
Contributions
in Last Fiscal
Year ($)(2) | | Aggregate
Earnings in Last
Fiscal Year
($)(3) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate Balance
at Last Fiscal
Year-End ($)(4) | Brad Murray | | $50,177.37 | | $23,415.98 | | $70,488.09 | | - | | $408,309.41 | Dan Garceau | | $51,685.47 | | $28,943.76 | | $167,953.90 | | - | | $817,653.08 | Jordi Lombarte | | $30,982.08 | | $24,785.76 | | $10,112.11 | | - | | $91,191.23 |
Name | Executive
Contributions in
Last Fiscal Year
($)(1) | Registrant
Contributions in
Last Fiscal Year
($)(2) | Aggregate
Earnings in
Last Fiscal Year
($)(3) | Aggregate
Withdrawals/
Distributions ($) | Aggregate
Balance at
Last Fiscal
Year-End ($)(4) | | Anthony Nellis | $61,307 | $31,211 | -$110,297 | — | $526,606 |
| (1) | Messrs. Murray’s, Garceau’ s and Lombarte’ sMr. Nellis’ contributions to theNon-Qualified Retirement Plan are included in the amount reported as “Salary” in the Summary Compensation table for fiscal year 2019.
2022. |
| (2) | The Company’s matching contributions to theNon-Qualified Retirement Plan are included in the “All Other Compensation” in the Summary Compensation table for Messrs. Murray, Garceau and LombarteMr. Nellis for fiscal year 2019. 2022. |
| (3) | Aggregate earnings are not includable in the Summary Compensation Table because such earnings are not above-market or preferential interest rates. |
| (4) | Includes amounts previously reported in the Summary Compensation Table, in the previous years when earned if that executive officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and Company matching contributions. |
Pursuant to the Non-Qualified Retirement Plan, participants may elect to defer a stated percentage of their base salary for each plan year, as determined by the administrative committee of the plan; provided, however, the amount deferred may not exceed 25% of a participant’s base salary. Earnings (and losses) are credited to participants’ accounts based on participant choices between various investment options and the rate of return. The investment options are determined by the administrative committee of the plan.
Participants are eligible to receive matching contributions equal to 80% of their deferred amounts. For plan years ending on or before December 31, 2008, deferred amounts in excess of 12% of the participant’s compensation were not eligible for matching contributions. For plan years beginning on or after January 1, 2009, deferred amounts in excess of 7% of the participant’s compensation are not eligible for matching contributions. Participants are always 100% vested in their deferred amounts and earnings thereon; provided, however, matching contributions and earnings thereon in a participant’s account are subject to forfeiture if the participant is determined by the Board to have stolen Company assets, violated the Company’s Standards of Business Conduct and Ethics or disclosed confidential business or technical information of the Company to unauthorized third parties.
Participants may elect to receive distributions from their accounts on the first day of the seventh month following the occurrence of any one of the following distribution events as designated by the participant: (i) separation from service, (ii) death, (iii) attainment of normal retirement age (65), or (iv) attainment of early retirement age (age 55 and at least five years of service with the Company). Amounts will be distributed in one of the following forms, as selected by the participant: (i) a single lump sum, (ii) 60 approximately equal monthly installments or (iii) 120 approximately equal monthly installments.
| Autoliv | | 67 | | 2023 Proxy Statement |
Potential Payments Upon Termination or Change in Control |
Potential Payments Upon Termination or Change in Control
The Company has entered into agreements and maintains plans that may require the Company to make payments and/or provide benefits to our named executive officers in the event of termination of employment or a change in control. The paragraphs below summarize the material terms of such agreements with our named executive officers.
Employment AgreementsAgreements.. The Company is party to an employment agreement with each of Messrs. Bratt, Westin, Yih, Oldorff, and LombarteNellis (the “employment agreements”) and was party to an employment agreement with each of Messers. Hanke and Garceau until their resignations effective March 2, 2020 and no later than August 10, 2020, respectively. Mr. Murray had a time limited international assignment agreement (the “IA Agreement”) that would have expired on March 31, 2020. Mr. Murray and the Company entered into a new international assignment agreement on January 23, 2020 to extend his employment with the Company until December 31, 2020..
The employment agreements obligate the Company to provide 12 (Mr. Bratt) or 6 (all others) months’ notice of termination of employment for each of the named executive officers (for Mr. Murray, 6 months or last day of the IA Agreement, whichever is earlier) unless the employment is terminated for “cause,” in which case termination would be effective immediately. In addition to notice of termination, except for Mr. Hanke, the named executive officers are eligible for certain severance payments orend-of-service benefits. Each of the named executive officers must provide the Company with 12 (Mr. Bratt) or 6 (all others) months’ notice of resignation (for Mr. Murray, 6 months or last day of the IA Agreement, whichever is earlier). The employment agreements automatically terminate on the last day of the month before named executive officer’s 65th birthday, except for Mr. Murray for whom the employment ends automatically on the last day of the IA Agreement.resignation. Except as provided below, following the executive’s termination of employment, each of the named executive officers are prohibited from competing with the Company for a period of 12 months, except for Mr. Hanke.months. Such noncompetition covenant does not apply if the Company terminates the named executive officer’s employment for any reason other than for “Cause”, or the named executive officer resigns for “Good Reason”. In consideration for such noncompetition covenant, the Company is obligated to make up to 12 monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of 60% of the gross salary earned as of the date of his employment termination, and the Company will cease making payments once such aggregate amount has been reached. The Company is not obligated to make such payments if the executive’s employment terminates due to his retirement.
- 46 -
In addition to receiving full base salary and benefits during the requisite notice period, if the Company terminates the employment involuntarily other than for Cause or if the executive resigns for Good Reason, then the executive would be entitled to a lump sum severance payment equal to one andone-half times his then-current base salary, except for Mr. Murray who is eligible for a previously earned but deferredend-of-service payment of $800,000 following the end of employment with the Company (the“End-of-Service Payment”) and except for Mr. Hanke who is not eligible for a severance benefit. Under the new IA Agreement with Mr. Murray, he is also eligible for a retention payment of the cash value of the unvested equity outstanding on the expiration date of the IA Agreement subject to certain requirements for continued employment.salary. As part of the IA Agreement signed between Mr. Murray and the Company on January 23, 2020, hischange-in-control severance agreement (“CiC Severance Agreement”) with the Company terminated and became void. After the termination of this agreement, none of the named executive officers or other executives has an applicable CIC Severance Agreement with the Company.
Our named executive officers (except for Mr. Murray and Mr. Hanke) may generally terminate their employment with Good Reason or without Good Reason. “Good Reason” shall generally mean; (1) the assignment of any duties inconsistent with the executives status as an executive officer of the Company or a substantial adverse alteration in the nature or status of responsibilities other than any such alteration primarily attributable to the fact that the Company may no longer be a public company; or (2) a reduction by the Company in the Executive’s annual base salary; or (3) the relocation of the Executive’s principal place of employment; or (4) the failure by the Company to pay to the Executive any portion of the Executive’s current compensation on a timely basis; or (5) the failure by the Company to continue in effect any compensation plan in which the Executive participates on the Effective Date which is material to the Executive’s total compensation; or (6) the failure by any successor to the business of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform the employment agreement in the same manner.
The Company may generally terminate our named executive officers’ employment (except for Mr. Murray and Mr. Hanke’s) with or without Cause. “Cause” for termination by the Company of the Executive’s employment shall mean; (1) willful and continued failure by the executive to substantially perform the duties; or (2) the willful engaging by the Executive in conduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise. | Autoliv | | 68 | | 2023 Proxy Statement |
Equity Awards.Pursuant to the 1997 Plan and subsequent grant agreements until 2019, upon the occurrence of a change in control, any outstanding RSUs held by the executive would fully vest and the performance sharesPSUs will vest at the target level. Pursuant to the agreements evidencing awards granted under the 1997 Plan, upon the executive’s death or retirement, any outstanding RSUs held by the executive would become fully vested and the performance sharesPSUs will remain outstanding and may be earned, in whole, in part, or not at all, following the conclusion of the performance period to the extent that the performance objectives are attained. Upon an executive’s termination of employment, absent a change in control, any outstanding options, RSUs and performance sharesPSUs that would vest during the applicable notice period, if any, would become fully vested. For awards granted in 2019,2021, a change of control acceleration only occurs if the surviving entity does not assume or otherwise equitably convert or substitute the unvested equity in connection with the change in control. If the surviving company does assume or otherwise equitably convert or substitute the unvested equity, then the awards become fully vested only if the executive’s employment is terminated without cause or he resigns for good reason within two years following the change in control event.
Estimated Payments to Named Executive Officers upon Termination of Employment under Various Circumstances or a Change in Control. The following tables set forth the estimated value of the payments and benefits described above to each of Messrs. Bratt, Hanke, Murray, GarceauWestin, Yih, Oldorff, and LombarteuponNellis upon termination of employment under various circumstances or a change in control. The amounts shown assume that the triggering events occurred on December 31, 2019. In the case of Messrs. Backman, Hanke and Garceau, who resigned effective February 28, 2019, March 2, 2020 and no later than August 10, 2020, respectively, no payments are due to them under any agreement with the Company other than payments for unused vacation time and, in the case of Messrs. Hanke and Garceau, the earned, but unpaid portion of the 2019non-equity incentive award.2022. For the calculations, the 20192022 defined contribution payment for each named executive officer has been used. The amounts contained in the table would be paid in Swedish Kronor, Euros, CNY or USD. All amounts have been converted to - 47 -
USD using the following exchange rate: 1 USD = 9,3171 SEK.10.4371 SEK = 0.9379 EUR = 6.9502 CNY. In addition to the estimated payments and benefits in the tables, the Company would in each case reimburse the executive officer for accrued but unused vacation, if any, in accordance with the respectively applicable local legislation and Company policy.
| Mikael Bratt | | Estimated Potential Payment or Benefit | Resignation
without Good
Reason ($) | Termination
without Cause
or Resignation
for Good
Reason ($) | Termination
for Cause ($) | Change in
Control ($) | Change in
Control and
Termination
($)(7) | Death or
Retirement
($) | | Lump sum cash severance payment | — | 1,652,758 | — | — | 1,652,758 | — | | Continuing salary/annual incentive payments during requisite notice period | 1,101,839 | 1,101,839 | — | — | 1,101,839 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 661,103 | — | 661,103 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 508,534 | 508,534 | — | — | 508,534 | — | | Vesting of equity(3) | 409,856(4) | 409,856(5) | — | — | 1,506,175 | 1,506,175(6) | | Company car(8) | 13,905 | 13,905 | — | — | 13,905 | — | | Total | 2,695,237 | 3,686,892 | 661,103 | — | 4,783,211 | 1,506,175 |
| | | | | | | | | | | | | Mikael Bratt | | | | | | | | Estimated Potential
Payment or Benefit | | Resignation
without Good
Reason ($) | | Termination
without Cause
or Resignation
for Good
Reason ($) | | Termination
for Cause ($) | | Change in
Control ($) | | Change in
Control and
Termination
($)(9) | | Death or
Retirement
($) | | Lump sum cash severance payment | | - | | 1,521,396 | | - | | - | | 1,521,396 | | - | | Continuing salary | | 1,014,264 | | 1,014,264 | | - | | - | | 1,014,264 | | - | | Salary differential payments in consideration for noncompetition with the Company(1) | | 608,558 | | - | | 608,558 | | - | | - | | - | | Continuing health, welfare and retirement benefits(2) | | 407,204 | | 407,204 | | - | | - | | 407,204 | | - | | Vesting of equity(3) | | 267,760(4) | | 267,760(5) | | - | | 500,425(6) | | 1,113,832 | | 1,113,832(8) | Company car(10) | | 11,217 | | 11,217 | | - | | - | | 11,217 | | - | Total | | 2,309,003 | | 3,221,841 | | 608,558 | | 500,425 | | 4,067,913 | | 1,113,832 |
| Autoliv | | 69 | | 2023 Proxy Statement |
| | | | | | | | | | | | | Christian Hanke | | | | | | | | Estimated Potential
Payment or Benefit | | Resignation
without Good
Reason ($) | | Termination
without Cause
or Resignation
for Good
Reason ($) | | Termination
for Cause ($) | | Change in
Control ($) | | Change in
Control and
Termination
($)(9) | | Death or
Retirement
($) | | Lump sum cash severance payment | | - | | - | | - | | - | | - | | - | | Continuing salary | | 139,292 | | 139,292 | | - | | - | | 139,292 | | - | | Salary differential payments in consideration for noncompetition with the Company(1) | | - | | - | | - | | - | | - | | - | | Continuing health, welfare and retirement benefits(2) | | 36,499 | | 36,499 | | - | | - | | 36,499 | | - | | Vesting of equity(3) | | 57,061(4) | | 57,061(5) | | - | | 106,618(6) | | 194,826 | | 194,826(8) | Company car(10) | | 2,442 | | 2,442 | | - | | - | | 2,442 | | - | Total | | 235,294 | | 235,294 | | - | | 106,618 | | 373,059 | | 194,826 |
| Fredrik Westin | | Estimated Potential Payment or Benefit | Resignation
without Good
Reason ($) | Termination
without Cause
or Resignation
for Good
Reason ($) | Termination
for Cause ($) | Change in
Control ($) | Change in
Control and
Termination
($)(7) | Death or
Retirement
($) | | Lump sum cash severance payment | — | 831,276 | — | — | 831,276 | — | | Continuing salary/annual incentive payments during requisite notice period | 277,092 | 277,092 | — | — | 277,092 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 332,510 | — | 332,510 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 98,559 | 98,559 | — | — | 98,559 | — | | Vesting of equity(3) | 312,829(4) | 312,829(5) | — | — | 683,017 | 683,017(6) | | Company car(8) | 7,879 | 7,879 | — | — | 7,879 | — | | Total | 1,028,870 | 1,527,635 | 332,510 | — | 1,897,823 | 683,017 |
| Sng Yih | | Estimated Potential Payment or Benefit | Resignation
without Good
Reason ($) | Termination
without Cause
or Resignation
for Good
Reason ($) | Termination
for Cause ($) | Change in
Control ($) | Change in
Control and
Termination
($)(7) | Death or
Retirement
($) | | Lump sum cash severance payment | — | 741,640 | — | — | 741,640 | — | | Continuing salary/annual incentive payments during requisite notice period | 247,213 | 247,213 | — | — | 247,213 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 296,656 | — | 296,656 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 70,696 | 70,696 | — | — | 70,696 | — | | Vesting of equity(3) | 199,567(4) | 199,567(5) | — | — | 582,648 | 582,648(6) | | Company car(8) | 12,565 | 12,565 | — | — | 12,565 | — | | Total | 826,698 | 1,271,682 | 296,656 | — | 1,654,763 | 582,648 |
- 48 -
| | | | | | | | | | | | | Brad Murray | | | | | | | | Estimated Potential Payment or Benefit | | Resignation
without Good
Reason ($) | | Termination
without Cause
or Resignation
for Good
Reason ($) | | Termination
for Cause ($) | | Change in
Control ($) | | Change in
Control and
Termination
($)(9) | | Death or
Retirement ($) | | Lump sum cash severance payment | | 800,000(7) | | 800,000(7) | | 800,000(7) | | - | | 2,127,064(11) | | 800,000(7) | | Continuing salary | | 104,560 | | 104,560 | | - | | - | | 104,560 | | - | | Salary differential payments in consideration for noncompetition with the Company(1) | | 250,944 | | - | | 250,944 | | - | | - | | - | | Continuing health, welfare and retirement benefits(2) | | 125,258 | | 125,258 | | - | | - | | 125,258 | | - | | Vesting of equity(3) | | 413,471(4) | | 413,471(5) | | - | | 190,544(6) | | 413,471 | | 413,471(8) | Company car(10) | | 4,586 | | 4,586 | | - | | - | | 4,586 | | - | Total | | 1,698,819 | | 1,447,875 | | 1,050,944 | | 190,544 | | 2,774,939 | | 1,213,471 |
| | | | | | | | | | | | | Dan Garceau | | | | | | | | Estimated
Potential
Payment or
Benefit | | Resignation without Good Reason ($) | | Termination
without Cause
or Resignation
for Good
Reason ($) | | Termination
for Cause ($) | | Change in
Control ($) | | Change in
Control and Termination ($)(9) | | Death or Retirement ($) | | Lump sum cash severance payment | | - | | 775,803 | | - | | - | | 775,803 | | - | | Continuing salary | | 258,601 | | 258,601 | | - | | - | | 258,601 | | - | | Salary differential payments in consideration for noncompetition with the Company(1) | | 301,321 | | - | | 310,321 | | - | | - | | - | | Continuing health, welfare and retirement benefits(2) | | 26,277 | | 26,277 | | - | | - | | 26,277 | | - | | Vesting of equity(3) | | 90,012(4) | | 90,012(5) | | - | | 168,330(6) | | 391,257 | | 391,257(8) | Company car(10) | | 14,888 | | 14,888 | | - | | - | | 14,888 | | - | Total | | 700,099 | | 1,165,580 | | 310,321 | | 168,330 | | 1,466,826 | | 391,257 |
| Autoliv | | 70 | | 2023 Proxy Statement |
| Frithjof Oldorff | | Estimated Potential Payment or Benefit | Resignation
without Good
Reason ($) | Termination
without Cause
or Resignation
for Good
Reason ($) | Termination for
Cause ($) | Change in
Control ($) | Change in
Control and
Termination
($)(7) | Death or
Retirement
($) | | Lump sum cash severance payment | — | 899,749 | — | — | 899,749 | — | | Continuing salary/annual incentive payments during requisite notice period | 299,916 | 299,916 | — | — | 299,916 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 359,900 | — | 359,900 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 29,991 | 29,991 | — | — | 29,991 | — | | Vesting of equity(3) | 123,370(4) | 123,370(5) | — | — | 471,580 | 471,580(6) | | Company car(8) | 2,775 | 2,775 | — | — | 2,775 | — | | Total | 815,953 | 1,355,802 | 359,900 | — | 1,704,011 | 471,580 |
- 49 -
| Anthony Nellis | | Estimated Potential Payment or Benefit | Resignation
without Good
Reason ($) | Termination
without Cause
or Resignation
for Good
Reason ($) | Termination
for Cause ($) | Change in
Control ($) | Change in
Control and
Termination
($)(7) | Death or
Retirement
($) | | Lump sum cash severance payment | — | 840,869 | — | — | 840,869 | — | | Continuing salary/annual incentive payments during requisite notice period | 280,290 | 280,290 | — | — | 280,290 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 336,347 | — | 336,347 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 30,943 | 30,943 | — | — | 30,943 | — | | Vesting of equity(3) | 108,054(4) | 108,054(5) | — | — | 386,423 | 386,423(6) | | Company car(8) | 15,050 | 15,050 | — | — | 15,050 | — | | Total | 770,684 | 1,275,205 | 336,347 | — | 1,553,574 | 386,423 |
| | | | | | | | | | | | | Jordi Lombarte | | | | | | | | Estimated
Potential
Payment or
Benefit | | Resignation without Good Reason ($) | | Termination without Cause
or Resignation
for Good
Reason ($) | | Termination
for Cause ($) | | Change in
Control ($) | | Change in
Control and Termination ($)(9) | | Death or Retirement ($) | | Lump sum cash severance payment | | - | | 664,350 | | - | | - | | 664,350 | | - | | Continuing salary | | 221,450 | | 221,450 | | - | | - | | 221,450 | | - | | Salary differential payments in consideration for noncompetition with the Company(1) | | 265,740 | | - | | 265,740 | | - | | - | | - | | Continuing health, welfare and retirement benefits(2) | | 75,754 | | 75,754 | | - | | - | | 75,754 | | - | | Vesting of equity(3) | | 64,729(4) | | 64,729(5) | | - | | 121,080(6) | | 344,007 | | 344,007(8) | Company car(10) | | 14,619 | | 14,619 | | - | | - | | 14,619 | | - | Total | | 642,291 | | 1,040,901 | | 265,740 | | 121,008 | | 1,320,180 | | 344,007 |
The following footnotes apply to each of the tables above:
(1) | (1) | Reflects a monthly payment of 60% of the monthly gross salary earned as of the date of the executive’s employment termination, multiplied by 12, which is the maximum amount available to the executive pursuant to the terms of his employment agreement. |
(2) | (2) | Reflects the value of the benefits disclosed in footnote (4) to the Summary Compensation table (with the exception of amounts paid as vacation supplements or settlements) that the executive would be entitled to during the requisite notice period. The estimated values are determined based on the Company’s cost of providing such benefits during 2019. For Mr. Murray, the cost for tax gross ups on assignment benefits is included, but not the final cost for tax equalization as this will include income earned in several years, cannot be accurately estimated and will distort the comparison.2022. |
(3)Autoliv | | 71 | | 2023 Proxy Statement |
| (3) | Reflects the value of RSUs and PSUs that vest (in whole or in part) upon the designated event, based on the closing prices forprice of our common stock and the Veoneer, Inc. common stock on December 31, 201930, 2022 ($84.41 and $15.62 respectively)76.58), the last trading day of the year. None of the namedNo executive officersofficer held unvested options as of December 31, 2019.2022. |
(4) | (4) | As discussed above, upon termination, the executive would be entitled to receive hiscurrent compensation and benefits during thesix-month notice period, as applicable, including any equity awards that would vest during such period. However, per the terms of the RSU and Performance sharesPSU agreements, the RSUs and Performance sharesPSUs will not continue to vest if the executive has given notice of termination. Accordingly, the value of the equity awards upon a voluntary termination reflects only the value RSUs and PSUs granted in February 20172020 that would otherwise vest in February 2020,2023, which vesting date falls within the requisite notice period. For Mr. Westin, also includes the final one-third (1/3) of his retention RSU award granted in March 2020 that is expected to vest in March 2023. |
(5) | (5) | As discussed above, upon an involuntary termination, the executive would be entitled to receive his compensation and benefits during the6-month notice period, as applicable, including any equity awards that would vest during such period. The value of the equity awards upon an involuntary termination reflects the value of the RSUs and PSUs that would vest during the applicable notice period following December 31, 2019.2022. |
(6) | Upon a change in control, all RSUs (Autoliv and Veoneer) from the 2017 and 2018 programs vest in full. The value of the equity awards upon a change in control reflects the value of all RSUs and Performance shares from the 2017 and 2018 programs including such RSUs and Performance shares acquired through dividend equivalent rights rounded down to the nearest whole share on December 31, 2019.
|
(7)(6) | Reflects Mr. Murray’s deferred bonus payment.
|
(8) | The executive’s unvested RSUs and Performance sharesPSUs will become fully vested upon his termination of employment by reason of death or retirement. |
(9) | (7) | Qualifying termination after a change in control includes resignation for good reason, termination without cause or termination due to disability. |
(10) | (8) | Reflects the value of the company car fuel and parkingoperating costs during the requisite notice period. The estimated values are determined based on the Company’s cost (or estimated cost as of December 31, 2019) of providing such benefits during 2019.2022. |
| Autoliv | | 72 | | 2023 Proxy Statement |
(11) | Includes (i) Mr. Murray’sEnd-of-Service Payment and (ii) payment of 2.5 years base salary and 2.5 years annual bonus. For purposes of calculating the lump sum payment, the average of the annual bonuses received by Mr. Murray for the two most recent fiscal years (2017 and 2018) preceding the year of termination of employment is used. The new IA Agreement signed in January 2020 terminates the CiC payment mechanism.
|
Mr. Hague’s Mutual Separation Agreement
On April 12, 2019, Mr. Hague stepped down as the Company’s President, Europe, and the Company and Mr. Hague entered into a separation agreement on July 1, 2019. Pursuant to the separation agreement, Mr. Hague received the following benefits: (i) continued salary, retirement and other benefits for the period between April 12, 2019 and November 30, 2019, with a value of approximately $493,068, and (ii) a lump sum cash severance payment of $814,740, and (iii) vacation pay of $48,049 accrued until the termination date.
In addition to the above severance benefits, the Company has agreed to provide Mr. Hague with assistance to prepare and file his annual tax return for 2019 in the U.S. and Germany. His income will continue to be tax equalized between the U.S. and Germany until November 30, 2019. Mr. Hague forfeited his outstanding, unvested equity grants in connection with his termination of employment.
CEO Pay Ratio
The following ratio compares the annual total compensation of our median-paid employee with the annual total compensation of our CEO. The pay ratio included below is calculated in a manner consistent with Item 402(u) of RegulationS-K. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. After
We determined our median employee most recently in 2021. As permitted by 402(u) of Regulation S-K, we identified aare using the same median paid employee in 2017 when the disclosing requirement was first introduced, we determined a new median paid employee for the year 2018 since we believed there was a significant change in the Company’s demographics following thespin-off of Veoneer. For the compensation year 2019, as disclosed in this Proxy Statement, however, we referred to the same “median employee” as identified in 2018 as there were no significant changes that would have an impact on our employee population, demographics or compensation arrangements. To capture the compensation paid to Mr. Bratt for his services as our CEO, we have used the annual total compensation as disclosed in Summary Compensation Table of this Proxy Statement for the year 2019.
For fiscal year 2019:
| • | | The annual compensation of our median-paid employee (other than the CEO) was $23,303; and
|
| • | | the annual total compensation of the CEO was $2,399,180.
|
Based on this information, the ratiocalculation of the annual total compensation of our2022 CEO to the annual total compensation of our median-paid employee is 103 to 1.pay ratio.
The methodology, material assumptions, adjustments, and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee were as follows:
| 1. | Our median employee identification date was October 31, 2018, since we are using the same median employee in 2019. 2021. |
| 2. | As of October 31, 2018,2021, our total employee population consisted of 63,53959,299 individuals working at our parent company and consolidated subsidiaries. Our employee population which we have used to identify our median employee, after taking into consideration the adjustments permitted by SEC rules, consisted of 63,53959,265 individuals. All “Autoliv Employee” categories who were employed by Autoliv as of October 31, |
- 51 -
| 2018, 2021, whose compensation were set by Autoliv and who were paid through Autoliv payroll, were included in the analysis (permanent, temporary and part-time). We based our analysis on the entire employee population (other than our CEO), as opposed to statistical sampling. |
| 3. | Given the geographical distribution of our employee population and varying local requirements, we use a variety of pay elements that differ by country to structure the compensation arrangements of our employees. Consequently, for purposes of measuring compensation of our employees, we selected “Actual Gross Taxable Compensation Reported Through Payroll” (or “Actual Gross Taxable Compensation”) as the measure of compensation to identify the median employee. |
| 4. | Given our multiple payroll systems, schedules and the differing fiscal years of our Company and its subsidiaries, we measured “Actual Gross Taxable Compensation” as the total of payment made during the10-month period starting on January 1, 20182021 and ending on October 31, 20182021 (the “measurement period”). |
| 5. | We did not annualize or calculate the full measurement period equivalent of “Actual Gross Taxable Compensation” compensation paid during the measurement period. |
| 6. | As permitted by Item 402(u), we madecost-of-living (COL) adjustments to the compensation of all our employees in jurisdictions other than the jurisdiction in which our CEO resides to identify the median employee and used the same COL adjustment to determine the median employee’s annual total compensation. Because of the geographical distribution of our employee population, we believe that COL adjustments provide a more meaningful comparison of our CEO’s compensation to the actual value of the median employee’s compensation. In accordance with Item 402(u), we are providing the following additional disclosure related to the COL adjustments: |
| | •■ | | The median employee resided in China. |
| | •■ | | The COL adjustments were based on 20172020 purchasing power parity conversation factors provided by World Bank, International Comparison Program database. 20182021 conversion factors were not available at the time of our analysis. |
| | •■ | | We also identified who our median employee would have been had we not used any COL adjustments. Had we not used any COL adjustments, our median employee would have been an employee residing in RomaniaMexico with an annual total compensation of $11,054$14,597 for the compensation year 2019.2022. For the purposes of this disclosure, this amount was converted from Romanian LeuMexican Peso to U.S. dollars using the exchange rate 1 USD = 4.2705 RON19.4976 MXN on December 31, 2019.2022. The ratio of the annual total compensation of our President and Chief Executive Officer to the annual total compensation of our median employee identified without the effect of the COL adjustments would have been 217196 to 1 using the 20192022 compensation levels. |
| Autoliv | 7. | 73 | | 2023 Proxy Statement |
| 7. | In calculating the CEO Pay Ratio, we then identified and calculated the elements of such employee’s compensation for the fiscal year 20192022 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation in the amount of $23,303.$25,485. The December 31, 20192022 exchange rate used for the conversion to U.S. dollars was 1 USD = 6.9886.9502 CNY. |
| | | | | | | | Year | | Salary $ | | Bonus
$ | | Stock
Awards
$ | | Non-Equity
Incentive Plan
Compensation
$ | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings $ | | All Other
Compensation
$ | | TOTAL
($) | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | All Other
Compensation
($) | TOTAL
($) | CEO | | 2019 | | 1,041,649 | | - | | 550,035 | | 380,349 | | - | | 427,147 | | 2,399,180 | 2022 | 1,136,546 | — | 570,351 | 621,437 | — | 529,657 | 2,857,991 | Median paid employee(1) | | 2019 | | 22,442 | | - | | - | | 861 | | - | | - | | 23,303 | | | Median paid employee(1) | | 2022 | 21,717 | — | 3,080 | — | 688 | 25,485 |
1) | (1) | The total amount includes shift and overtime compensation |
To capture the compensation paid to Mr. Bratt for his services as our CEO, we have used the annual total compensation as disclosed in Summary Compensation Table of this Proxy Statement for the year 2022. For fiscal year 2022: | ■ | The annual compensation of our median-paid employee (other than the CEO) was $25,485 and | | ■ | the annual total compensation of the CEO was $2,857,991. |
- 52 -Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid employee is 112 to 1.
| Autoliv | | 74 | | 2023 Proxy Statement |
The following disclosure includes a comparison between the compensation to our PEO and average compensation to our non-PEO NEOs as reported in the Summary Compensation Table (“SCT”) (in each year’s respective proxy statement) and compensation actually paid (“CAP”) as defined in the SEC’s pay versus performance disclosure rules.
For context on the corresponding performance, the disclosure also compares Cumulative Total Shareholder Return (“TSR”) for Autoliv and our selected peer group index and provides Autoliv’s Net Income and an additional company-selected performance measure (Adjusted Operating Income).
PVP MAIN TABLE
| | | | | | (3) | | (4) | | Year | SCT Total
Compensation
for PEO(1) | Compensation
Actually Paid
to PEO(5) | Average
SCT Total
Compensation,
Non-PEO NEOs(1)(2) | Average
Compensation
Actually Paid
to Non-PEO NEOs(5) | Value of initial
fixed $100
investment
based on: | Net
Income | Adjusted
Operating
Income(4) | Autoliv
TSR | Peer
Group
TSR(3) | | 2022 | $2,857,991 | $1,312,652 | $1,201,076 | $ 789,617 | $ 96 | $101 | $425M | $598M | | 2021 | $3,237,849 | $3,361,904 | $1,255,520 | $1,273,514 | $126 | $139 | $437M | $683M | | 2020 | $3,038,388 | $3,729,091 | $1,628,759 | $1,568,066 | $110 | $116 | $188M | $482M |
| (1) | The “SCT Total Compensation” figures provided in the table above for 2020 and 2021 do not match the total compensation figures provided in the SCT of this proxy statement. In the SCT table provided on page 60, we have converted the compensation paid in prior years by the same exchange rate we applied for 2022 in order to facilitate comparison across years as described in the footnotes to the table. Instead, the compensation figures in the table above are directly taken from each year’s respective proxy statement and reflects the actual USD compensation paid to make comparison of pay versus performance more meaningful. |
| (2) | The Non-PEO NEOs reflected in the above table are the NEOs for each covered year as follows: 2020: Fredrik Westin, Christian Hanke, Frithjof Oldorff, Jordi Lombarte and Brad Murray; 2021: Fredrik Westin, Colin Naughton, Kevin Fox and Jennifer Cheng; and 2022: Fredrik Westin, Sng Yih, Frithjof Oldorff, and Anthony Nellis. |
| (3) | Represents peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group selected for purposes of this table is the Dow Jones U.S. Auto Parts Index, which is the industry peer group used in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (see notes below for further details). |
| (4) | We have identified the "company selected measure" as Adjusted Operating Income because it constitutes 50% of the performance criteria used to calculate our annual short-term incentives payable to our NEOs. Please see Annex A for the reconciliation of the non-U.S. GAAP measure. |
| (5) | The dollar amounts reported as CAP to the PEO and the Non-PEO NEOs, respectively, are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. In calculating the CAP, the following amounts were deducted from and added to the SCT total compensation: |
PEO
| Year | SCT Total
Compensation | Deductions
from SCT:
Value of Equity
Awards(a) | Deductions
from SCT:
Pension
Value(b) | Additions to
SCT Total:
Equity Award
Adjustments(c) | Additions to
SCT Total:
Pension Benefit
Adjustments(d) | CAP | | 2022 | $2,857,991 | $570,351 | 0 | –$ 974,988 | 0 | $1,312,652 | | 2021 | $3,237,849 | $280,599 | 0 | $ 404,654 | 0 | $3,361,904 | | 2020 | $3,038,388 | $663,616 | 0 | $1,354,319 | 0 | $3,729,091 |
| (a) | Represents “all other compensation” as reported in the SCT for each respective year |
| (b) | Represents the grant date fair value of equity-based awards granted each year and the reported change in pension value of our eligible NEOs, where applicable. |
| (c) | Represents the pension cost, where applicable, and the value of equity calculated in accordance with the SEC methodology for determining CAP for each respective year. The equity component for fiscal year 2022 is further detailed in the supplemental table at the end of this disclosure. |
| (d) | The negative figure is linked to variations in performance outlook and TSR changes. |
| Autoliv | | 75 | | 2023 Proxy Statement |
Non-PEO NEOs
| Year | Average
SCT Total
Compensation | Deductions
from SCT:
Average Value
of Equity
Awards(a) | Deductions
from SCT:
Average
Pension
Value(b) | Additions to SCT
Total: Average
Equity Awards
Adjustments(c) | Additions to SCT Total: Average Pension Benefit Adjustments(d) | Average
CAP | | 2022 | $1,201,076 | $ 292,137 | $ 0 | –$ 119,321 | $ 0 | $ 789,617 | | 2021 | $1,255,520 | $110,006 | $37,820 | $ 161,420 | $ 4,400 | $1,273,514 | | 2020 | $1,628,759 | $245,683 | $59,020 | $ 231,410 | $12,600 | $1,568,066 |
| (a) | Represents the grant date fair value of stock-based awards granted in each year, as reported in the "Stock Awards" column of the SCT. |
| (b) | Represents amounts reported in the "Change in Pension and Nonqualified Deferred Compensation" column of the SCT, where applicable. |
| (c) | Represents the value of equity awards, calculated in accordance with the SEC rules for determining CAP for each respective year, as further detailed in the tables below. |
| (d) | Represents the pension benefit adjustments, where applicable, calculated in accordance with SEC rules for determining CAP for each respective year. Total pension benefit adjustments are equal to the "service costs" incurred during the relevant period. No "prior service costs" were incurred as no modifications were made to the pension plan during the relevant period. |
PROPOSALPEO Equity Component of CAP
| Year | Equity Type | Fair value of
current Year
Equity Awards
at 12/31(3) | Change in
Value of Prior
Years’ Awards
Unvested
at 12/31 | Change in Value
of Prior Years’
Awards That
Vested during
the year | Equity Value
Included in
CAP | | 2022 | PSUs | $ 215,225(1) | -$ 1,099,554 | -$ 23,174 | -$ 907,503 | | 2022 | RSUs | $ 0 | -$ 59,797 | -$ 7,688 | -$ 67,485 | | 2022 | Total | $ 215,225 | -$ 1,159,351 | -$ 30,862 | -$ 974,988 | | 2021 | PSUs | $ 365,730(2) | $ 61,502 | -$ 72,329 | $ 354,902 | | 2021 | RSUs | $ 0 | $ 45,479 | $ 4,272 | $ 49,751 | | 2021 | Total | $ 365,730 | $ 106,980 | -$ 68,056 | $ 404,654 | | 2020 | PSUs | $ 1,115,726 | $ 27,734 | -$ 7,176 | $ 1,136,285 | | 2020 | RSUs | $ 199,397 | $ 28,967 | -$10,329 | $ 218,035 | | 2020 | Total | $ 1,315,123 | $ 56,701 | -$17,504 | $ 1,354,319 |
| (1) | Includes fair value of 2021 PSU Tranche B and 2022 PSU Tranche A. Includes value of dividend equivalents. | | (2) | Includes fair value of 2021 PSU Tranche A and value of dividend equivalents. | | (3) | The fair value of the RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the PSUs was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the RSUs and the PSUs did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements. |
| Autoliv | | 76 | | 2023 Proxy Statement |
Non-PEO NEOs Equity Component of CAP
| Year | Equity Type | Average
Fair value of
current Year
Equity Awards
at 12/31(4) | Average
Change in
Value of Prior
Years’ Awards
Unvested at
12/31 | Average Change
in Value of Prior
Years’ Awards
That Vested
during the year | Equity Value
Included in
Average CAP | | 2022 | PSUs | $ 51,951(1) | -$247,620 | -$ 1,851 | -$ 197,520 | | 2022 | RSUs | $ 143,626(2) | -$ 42,812 | -$22,615 | $ 78,199 | | 2022 | Total | $ 195,577 | -$290,432 | -$24,465 | -$ 119,321 | | 2021 | PSUs | $ 75,450(3) | $ 22,753 | $ 0 | $ 98,203 | | 2021 | RSUs | $ 51,664 | $ 16,798 | -$ 5,245 | $ 63,216 | | 2021 | Total | $ 127,114 | $ 39,551 | -$ 5,245 | $ 161,420 | | 2020 | PSUs | $ 214,680 | -$ 85,888 | -$ 1,228 | $ 127,564 | | 2020 | RSUs | $ 153,181 | -$ 44,042 | -$ 5,293 | $ 103,845 | | 2020 | Total | $ 367,860 | -$129,930 | -$ 6,521 | $ 231,409 |
| (1) | Includes fair value of 2021 PSU Tranche B and 2022 PSU Tranche A. | | (2) | Includes Mr. Yih’s one-time sign-on RSU grant. | | (3) | Includes fair value of 2021 PSU Tranche A. | | (4) | The fair value of the RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the PSUs was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the RSUs and the PSUs did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements. |
| Autoliv | | 77 | | 2023 Proxy Statement |
Required Disclosure of the Relationship Between CAP, TSR and CERTAIN Financial Performance Measures
AUTOLIV TSR VS. PEER GROUP TSR The following chart shows Autoliv’s cumulative TSR in comparison to the cumulative TSR of our selected peer group. The peer group selected for purposes of this disclosure is the Dow Jones U.S. Auto Parts Index (DJUSA-DJX), which is float market capitalization-weighted and aims to provide 95% market capitalization coverage of U.S.-traded stocks for the Auto Parts Subsection (3355). The companies included in the index are Tier 1 and Tier 2 - ADVISORY VOTEsuppliers of non-safety products to the automotive industry and are producers of very different offerings such as drivetrains, electronic and technology systems, fuel systems and many have after-market businesses. This index includes some companies included in our compensation benchmarking for our U.S. based executives.
MAIN DRIVERS OF CAP | ■ | Our CEO and several of our NEOs are not based in the U.S. and their compensation is generally paid in local currencies of countries in which they are employed. The significant gain in value of the U.S. dollar during the years reported resulted in a significant drop of compensation in U.S. dollars for our CEO and several of our NEOs. |
| ■ | Our compensation program has several variable components (short term incentive, RSUs and PSUs) that are directly related to Autoliv’s TSR and financial performance. |
| 1. | Autoliv’s share price increased from $84.41 at the end of 2019 to $92.10 at the end of 2020 and to $103.41 at the end of 2021. This increase in share price aligned with an increase in CAP in relation to outstanding equity awards (both RSUs and PSUs). By the end of 2022, however, Autoliv’s share price dropped to $76.58, having a negative impact on CAP in 2022. |
| 2. | In addition to TSR performance, the outcome for several performance measures used by our incentive programs (both short-term incentive and PSUs) fluctuated greatly over the last three years, resulting in significant variation in CAP. |
| ■ | The tranche structure introduced to our PSUs in 2021, which includes setting annual goals on an annual basis and a payout based on the results of the three individual performance years, significantly impacted the compensation attributable to PSUs reported as grant date fair value under GAAP in years 2021 and 2022. |
| Autoliv | | 78 | | 2023 Proxy Statement |
CAP VS. COMPANY TSR The following chart shows the correlation between CAP to our PEO and average CAP to our non-PEO NEOs in comparison to Autoliv’s cumulative TSR. CAP to the PEO and average CAP to our Non-PEO NEOs have trailed the TSR performance for the following reasons:
| ■ | A significant part of our compensation structure is stock-based. The factors leading to a drop in TSR in 2022 also significantly affected CAP. |
| ■ | Additional factors related to performance projections in volatile market environments across years and payment currencies led to CAP dropping faster than TSR during the reported years. |
| Autoliv | | 79 | | 2023 Proxy Statement |
CAP VS. NET INCOME and ADJUSTED OPERATING INCOME The following chart shows the correlation between CAP to our PEO and average CAP to our non-PEO NEOs in comparison to Autoliv’s Net Income and Adjusted Operating Income.
| ■ | CAP to the PEO and average CAP to the non-PEO NEOs have been significantly behind the Net Income and Adjusted Operating Income performance. |
| ■ | Adjusted Operating Income represents 50% of the performance criteria of our non-equity incentive program while Earnings per Share, which is directly linked to our Net Income, represents 60% of the performance criteria related to our PSUs. Autoliv’s performance in both performance measures significantly affected the CAP levels. |
| Autoliv | | 80 | | 2023 Proxy Statement |
TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING CAP DURING 2022 TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONCOMPANY PERFORMANCE
| Adjusted Operating Income | Relative Organic Sales Growth | | Adjusted Cash Conversion | Greenhouse Gas Emissions | | Adjusted Earnings Per Share (EPS) |
| ■ | EPS, Relative Organic Sales Growth (Autoliv’s sales in relation to Light Vehicle Production Growth) and Greenhouse Gas Emissions were the selected metrics for our PSU awards in 2022 and 2023. In addition, Autoliv’s annual short- term incentive program has been based on performance related to Adjusted Operating Income and Adjusted Cash Conversion for several years. |
| ■ | Adjusted Cash Conversion converts profit into cash, allowing the company to reduce risk, support growth and strengthen the balance sheet. Availability of cash and a good liquidity allows the company to invest for the future and is vital for Autoliv to remain competitive and operate in a sustainably and efficient way. |
| ■ | Adjusted Operating Income is the general result of revenues minus costs related to the company’s operations. Adjusted Operating Income and Adjusted EPS are two critical KPIs for the company’s long-term success and for Autoliv to be able to provide value to its shareholders. Organic Sales Growth also support this by increasing the top line and creating opportunity for increased profits. |
| ■ | The reduction of Greenhouse Gas Emissions supports the company’s long-term sustainability agenda and is critical for Autoliv to remain relevant and to deliver on the company’s overall vision of Saving More Lives. |
| Autoliv | | 81 | | 2023 Proxy Statement |
| PROPOSAL 2 | | Advisory Vote to Approve Named Executive Officer Compensation |
Pursuant to Section 14A of the Exchange Act, Autoliv stockholders are entitled to cast an advisory vote on the Company’s executive compensation program. As discussed in the Compensation Discussion and Analysis beginning on page 2546 of this Proxy Statement, our compensation system plays a significant role in the Company’s ability to attract, retain, and motivate management talent, which the Board believes is necessary for the Company’s long-termlong- term success. The Board believes that its current compensation program directly links executive compensation to performance, aligning the interests of the Company’s executive officers with those of its stockholders. The Board invites you to review carefully the Compensation Discussion and Analysis beginning on page 2546 of this Proxy Statement and the tabular and other disclosures on compensation under 20192022 Executive Compensation Decisions beginning on page 3455 of this Proxy Statement, and cast a vote either to endorse or not endorse the Company’s compensation of its named executive officers through the following resolution: “Resolved, that stockholders approve the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement.” While the vote does not bind the Board to any particular action, the Board values the input of our stockholders and will consider the outcome of this vote in considering future compensation arrangements. THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL. PROPOSAL 3 - RATIFICATION
| Autoliv | | 82 | | 2023 Proxy Statement |
| PROPOSAL 3 | | Advisory Vote on Frequency of Stockholder Vote on Executive Compensation |
Pursuant to Section 14A of the Exchange Act, Autoliv stockholders have the opportunity to vote on how often they believe the advisory vote on executive compensation, which is the proposal under Item 2 in this Proxy Statement, should be held in the future. Stockholders can advise the Board on whether such votes should occur every one year, every two years or every three years.
After careful consideration, the Board has determined that an advisory vote on executive compensation that occurs every one year is the most appropriate alternative for the Company, and therefore the Board recommends that you vote for a one-year interval for the advisory vote on executive compensation.
The Board believes that an annual advisory vote on the compensation of the Company’s named executive officers will allow the Company to obtain consistent feedback from its stockholders on the Company’s executive compensation philosophy, policies and practices. In addition, the Board believes that a one-year frequency provides the highest level of accountability and communication by enabling the advisory vote on executive compensation to correspond with the most recent executive compensation information presented in the Company’s proxy statement for the annual meeting. Finally, the Board believes an annual advisory vote on executive compensation is a good corporate governance practice and is in the best interests of the Company’s stockholders.
While the Board recommends that stockholders vote to hold the advisory vote on frequency of stockholder vote on executive compensation every one year, the voting options are to hold such vote every one year, every two years or every three years. Stockholders may also abstain from voting on this proposal.
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. The Board will take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. However, because this vote is advisory and not binding on the Board in any way, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by the Company’s stockholders.
A frequency vote similar to this will occur at least once every six years.
THE BOARD OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM APPOINTMENTDIRECTORS RECOMMENDS A VOTE TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY “ONE YEAR”. | Autoliv | | 83 | | 2023 Proxy Statement |
| PROPOSAL 4 | | Ratification of the Appointment of Independent Registered Public Accounting Firm |
The Audit and Risk Committee of the Board has appointed Ernst & Young AB (“EY”) as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020.2023. The committee has been advised that EY has no relationship with the Company or its subsidiaries other than that arising from the firm’s employment as accountants. �� In accordance with directions of the Audit and Risk Committee, this appointment is being presented to the stockholders for ratification at the Annual Meeting. While ratification by stockholders of this appointment is not required by law or the Company’s Restated Certificate of Incorporation or theBy-Laws, the Audit and Risk Committee and management believe that such ratification is desirable. In determining whether to reappoint EY as our independent registered public accounting firm, the Audit and Risk Committee considered a number of factors, including, among others, the firm’s independence and objectivity, capability and expertise in handling the breadth and complexity of the Company’s global operations, historical and recent performance, communication and interaction with the Audit and Risk Committee and management, and the reasonableness of its fees for audit andnon-audit services.
In the event this appointment is not ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote on the appointment at the Annual Meeting, the Audit and Risk Committee will consider that fact when it selects its independent registered public accounting firm for the following year.
Ernst & Young AB has been the independent registered public accounting firm for the Company since May 1997. EY has been the independent registered public accounting firm for Autoliv AB since 1984. Audit services provided to the Company by EY during 20192022 and 2021 consisted of the audit of the consolidated financial statements of the Company and its subsidiaries for that year and the preparation of various reports based thereon.
The Company has been advised that a representative of EY will attend the Annual Meeting to respond to appropriate questions and will be afforded the opportunity to make a statement, if desired.
- 53 -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL. | | | | |
Fees of the Independent Registered Public Accounting Firm
(Dollars in millions) | Type of Fees | | 2019 | | 2018 | Audit Fees | | $8.263 | | $9.117 | Audit-Related Fees | | $0.179 | | $6.833 | Tax Fees | | $0.203 | | $0.257 | All Other Fees | | $0.008 | | $0.007 | Total | | $8.653 | | $16.214 | | Percent of total that were Audit or Audit-Related | | 97.6% | | 98.4% |
Calculated in accordance with Autoliv’s average exchange rates for 2019 or 2018, as applicable.
| Autoliv | | 84 | | 2023 Proxy Statement |
Fees of the Independent Registered Public Accounting Firm
(Dollars in millions) | | Type of Fees | 2022 | 2021 | | Audit Fees | $8.170 | $7.630 | | Audit-Related Fees | $0.233 | $0.231 | | Tax Fees | $0.057 | $0.141 | | All Other Fees | $0.014 | $0.015 | | Total | $8.474 | $8.017 | | Percent of total that were Audit or Audit-Related | 99.2% | 98.1% |
Audit Fees Audit fees for the fiscal years ended December 31, 20192022 and 20182021 relate to professional services provided by EY for the audit of the Company’s annual financial statements for such years, including the audit of the Company’s internal control over financial reporting, included in the Company’s Annual Report on Form10-K, and the reviews of the financial statements included in the Company’s Quarterly Reports on Form10-Q for those fiscal years. Audit fees also include fees associated with the statutory audits of various subsidiary financial statements and procedures related to comfort letters, consents and assistance with and review of documents filed with the SEC. Audit fees also include accounting and financial reporting consultations necessary to comply with the standards of the Public Company Accounting Oversight Board, including audit procedures related to acquisitions.
Audit-Related Fees Most Audit-Related Fees for the fiscal year ended December 31, 2018 are related to EY’s work in connection with the Company’s preparations for thespin-off, including the“carve-out” audits of Veoneer, Inc. for the years ended December 31, 2017, 2016 and 2015. The remaining Audit-Related Fees for the fiscal years ended December 31, 20182022 and 20192021 relate mainly to EY’s audits of benefit plans and other attestation services other than the audit of the Company’s consolidated financial statements and certain other accounting consultations.
Tax Fees Tax Fees for the fiscal yearyears ended December 31, 20192022 and 2021 relate to professional services provided by EY for tax compliance and tax advice.
All Other Fees All Other Fees for the fiscal years ended December 31, 20192022 and 20182021 mainly related to use of an EY online service and certain other permitted advisory services. EY billed no significant fees related to any other services for the fiscal years ended December 31, 20192022 or 2018.2021.
| Autoliv | | 85 | | 2023 Proxy Statement |
Audit and Risk CommitteePre-Approval Policies The Audit and Risk Committee has adopted guidelines for the provision of audit andnon-audit services by Ernst & Young AB, including requiring Audit and Risk Committeepre-approval of any such audit andnon-audit services. In developing these guidelines, the Audit and Risk Committee took into consideration the need to ensure the independence of Ernst & Young AB while recognizing that Ernst & Young AB may possess the expertise on certain matters that best positions it to provide the most effective and efficient services on certain matters unrelated to accounting and auditing. On balance, the Audit and Risk Committee will onlypre-approve the services that it believes enhance the Company’s ability to manage or control risk. The Audit and Risk Committee was also mindful of the relationship between - 54 -
fees for audit andnon-audit services in deciding whether topre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services, and the total amount of fees for permissiblenon-audit services (excluding tax services). The guidelines provide for thepre-approval by the Audit and Risk Committee of described services to be performed, such as audit, audit-related, tax and other permissiblenon-audit services. Approval of audit and permittednon-audit services may also be made by the Chair of the Committee, and the person granting such approval must report such approval to the Committee at the next scheduled meeting.
The Audit and Risk Committee has considered the audit, audit-related, tax, and all other services discussed above and additional information provided to the Company by Ernst & Young AB and determined that the provision of these services is compatible with the independence of Ernst & Young AB. The Audit and Risk Committeepre-approved all such services in 20192022 and 2018.2021. DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
| Autoliv | | 86 | | 2023 Proxy Statement |
Discretionary Voting of Proxies on Other Matters |
For business to be properly brought by a stockholder before an annual meeting of stockholders, timely advance written notice thereof must be received by the Secretary of the Company at its principal executive offices in accordance with theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About UsCompany – Governance – Certificate andBy-Laws.Corporate Policies. No such notices were received for the 20202023 Annual Meeting.
Should any other matter requiring a vote of the stockholders be properly brought before the Annual Meeting, the proxy card confers upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote such shares in respect of any such matter in accordance with their best judgment, to the extent permitted by applicable law and the listing standards of the NYSE, see “How Your Shares Will Be Voted” on page 111 of this Proxy Statement. OTHER MATTERS
| Autoliv | | 87 | | 2023 Proxy Statement |
Stockholder Proposals for 20212024 Annual Meeting Proposals Pursuant to Rule14a-8 14a-8.. Under Rule14a-8(e) of the Exchange Act, stockholder proposals intended to be presented at the 20202024 annual stockholders meeting must be received by us on or before November 27, 202024, 2023 to be eligible for inclusion in our proxy statement and proxy card related to that meeting. Only proper proposals under Rule14a-8 of the Exchange Act that are timely received will be included in the proxy statement and proxy card for the 20202024 annual stockholders meeting.
Proposals Pursuant to theBy-Laws By-Laws.. Under theBy-Laws, to bring any business before the stockholders at the 20212024 annual stockholders meeting, other than proposals that will be included in our proxy statement, you must comply with the procedures described below. In addition, you must notify us in writing, and such notice must be delivered to or mailed and received by our Secretary at our principal executive offices no earlier than the close of business on February 6, 202111, 2024 and no later than the close of business on March 8, 2021.12, 2024.
A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, including the text of the proposed business and any resolutions proposed for consideration and any proposed amendment to theBy-Laws and the reasons for conducting such business at the annual meeting, (b) a representation that the stockholder is a holder of record of the shares entitled to vote at the Annual Meeting of Stockholders and intends to appear in person or by proxy, (c) the name and record address of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is submitted, (d) the class or series and number of shares of stock of the Company which are owned beneficially and of record by the stockholder and the beneficial owner, if any, on whose behalf the proposal is submitted, (e) any material interest of the stockholder in such business, and (f) a description of any agreement, arrangement or understanding with respect to such business between or among the stockholder any affiliates, associates or others acting in concert with the stockholder.
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Nominations Pursuant to theBy-Laws By-Laws.. Under theBy-Laws, to nominate a director for election to the Board, stockholders must comply with the notice procedures and requirements found in Article II, Section 6 of theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About Us – Governance – Certificate andBy-Laws.www.autoliv.com–Company–Governance–Corporate Policies.
In addition to complying with the procedures of the By-Laws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than March 12, 2024.
By Order of the Board of Directors of Autoliv, Inc.:
Anthony Nellis Executive Vice President, Legal Affairs;
General Counsel; and Secretary
March 27, 202023, 2023 Stockholm, Sweden - 56 -
ANNEX A
Reconciliation ofNon-U.S. GAAP Measures
The reconciliations for thenon-U.S. GAAP measures discussed in the Compensation Discussion & Analysis section of this Proxy Statement are included below.
| | | | | | | 2019Non-Equity Incentive Program
Performance Period (January 1, 2019 – December 31, 2019)
Autoliv | | 88 | | | | | Performance Criterion: Adjusted Operating Margin (in %) | | 2019 Operating Margin – Reported | | A | | | 8.50% | | Adjustments to 2019 Operating Margin to exclude the impact of costs related to capacity alignment, antitrust related matters and separation of our business segments | | B | | | 0.60% | | 2019 Operating Margin – Adjusted | | C = A+B | | | 9.10% | | Performance Criterion: Adjusted Cash Conversion (in %) | | 2019 Free Cash Flow (Operating Cash Flow minus Capex, net) | | A | | | 164.6 | | Adjustments to 2019 Free Cash Flow to exclude the impact of costs related to capacity alignment and antitrust related matters | | B | | | 232.1 | | 2019 Free Cash Flow – adjusted | | C = A+B | | | 396.7 | | 2019 Net income – reported | | D | | | 461.5 | | Adjustments to 2019 Net income to exclude the impact of costs related to capacity alignment and antitrust related matters, net of tax | | E | | | 33.4 | | 2019 Net income – adjusted | | F = D+E | | | 494.9 | | 2019 Cash conversion – adjusted | | G = C/F | | | 80.2% | 2023 Proxy Statement |
 Autoliv, Inc. Mailing address: Box 70381,SE-107 24 Stockholm, Sweden Visiting address: Klarabergsviadukten 70, Section B7, Stockholm, Sweden Tel: +46 8 587 206 00; Fax +46 8 24 44 93 Company website: www.autoliv.com Investor relations: Sweden Tel: +46 8 587 206 27, U.S. Tel: +1 (248) 223 8107
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Reconciliation of Non-U.S. GAAP Measures
The reconciliations for the non-U.S. GAAP measures discussed in the Compensation Discussion & Analysis and Pay Versus Performance sections of this Proxy Statement are included below.
| 2020 - 2022 Performance Share Units Program (“PSUs”) | | Performance Period: January 1, 2020 – December 31, 2022 | | Performance Criterion: Company Adjusted EPS Growth in relation to Light Vehicle Production Growth (in p.p., as 3-Year average during the performance period) – Weight: 70% | | 2019 Adjusted EPS – As Reported (in USD) | A | 5.29 | | Additional Adjustments to 2019 Reported EPS to exclude the impact of discrete tax items (in USD) | B | 0.42 | | 2019 Adjusted EPS – After Additional Adjustments (in USD) | C = A+B | 5.71 | | 2020 Adjusted EPS – As Reported (in USD) | D | 2.32 | | Additional Adjustments to 2020 Reported EPS to exclude the impact of discrete tax items and currency translations (in USD) | E | 1.05 | | 2020 Adjusted EPS – After Additional Adjustments (in USD) | F = D+E | 3.37 | | 2020 Adjusted EPS Growth (in %) | G = F vs. C | (41.0%) | | 2021 Adjusted EPS – As Reported (in USD) | H | 4.96 | | Additional Adjustments to 2021 Reported EPS to exclude the impact of discrete tax items and currency translations (in USD) | I | 0.06 | | 2021 Adjusted EPS – After Additional Adjustments (in USD) | J = H+I | 5.02 | | 2021 Adjusted EPS Growth (in %) | K = J vs. F | 48.9% | | 2022 Adjusted EPS – As Reported (in USD) | L | 4.85 | | Additional Adjustments to 2022 Reported EPS to exclude the impact of discrete tax items and currency translations (in USD) | M | (0.45) | | 2022 Adjusted EPS – After Additional Adjustments (in USD) | N = L+M | 4.40 | | 2022 Adjusted EPS Growth (in %) | O = N vs. J | (12.3%) | | 3-Year Average Adjusted EPS Growth (in %) | P = (G+K+O) / 3 | (1.4%) | | 2020 Light Vehicle Production Growth (in %) | R | (16.8%) | | 2021 Light Vehicle Production Growth (in %) | S | 2.6% | | 2022 Light Vehicle Production Growth (in %) | T | 6.9% | | 3-Year Average Light Vehicle Production Growth (in %) | U = (R+S+T) / 3 | (2,4%) | | 3-Year Average Adjusted EPS Growth in relation to 3-Year Average Light Vehicle Production Growth (in p.p.) | P vs. U | + 1.0 percentage points |
2022 Non-Equity Incentive Program Performance Period: January 1, 2022 – December 31, 2022 | | Performance Criterion 1: Adjusted Operating Income – Weight: 50% | | 2022 Adjusted Operating Income – As Reported (in MUSD) | | 597.9 | | Performance Criterion 2: Adjusted Cash Conversion – Weight: 50% | | | | 2022 Reported Cash Conversion (in %) | A | 53.7% | | Adjustments to 2022 Reported Cash Conversion to exclude costs for capacity alignment and antitrust related matters (in %) | B | 22.2% | | 2022 Adjusted Cash Conversion – After Adjustments (in %) | C = A+B | 75.9% |
| Autoliv | | A-1 | | 2023 Proxy Statement |
01 - Mikael Bratt 04 - Hasse Johansson 07 - Frédéric Lissalde 02 - Laurie Brlas 05 - Leif Johansson 08 - Xiaozhi Liu 03 - Jan Carlson 06 - Franz-Josef Kortüm 09 - Gustav Lundgren For Withhold For Withhold For Withhold 1 U P X 10 - Martin Lundstedt 11 - Ted Senko 4. Ratification of Ernst & Young AB as independent registered public accounting firm of the company for the fiscal year ending December 31, 2023. 3. Advisory Vote on Frequency of Stockholder Vote on Executive Compensation. 1 Year 2 Years 3 Years Abstain Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2020 Annual Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.03QW6A + + A Proposals — The Board of Directors recommend a vote FOR all the nominees listed, and FOR Proposals 2 and 4 and for 1 YEAR on Proposal 3. 1. Election of Directors: + For Withhold For Withhold For Withhold 01 - Mikael Bratt 02 - Jan Carlson 03 - Hasse Johansson 04 - Leif Johansson 05 - David E. Kepler 06 - Franz-Josef Kortüm 07 - Min Liu 08 - Xiaozhi Liu 09 - James M. Ringler 10 - Thaddeus Senko For Against Abstain For Against Abstain 2. Advisory Vote on Autoliv, Inc.’s 2019 Executive Compensation. 3. Ratification of Ernst & Young AB as independent registered public accounting firm of the company for the fiscal year ending December 31, 2020. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 036YGB
Important notice regarding the Internet availability of proxy materialsB Authorized Signatures — This section must be completed for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/ALV IFyour vote to count. Please date and sign below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ENVELOPE.q 2023 Annual Meeting Proxy Card 2. Advisory Vote on Autoliv, Inc.’s 2022 Executive Compensation. Online Go to www.envisionreports.com/ALV or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ALV Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Your vote matters – here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ALV Notice of 20202023 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May 7, 202011, 2023 The undersigned hereby revokes all proxies and appoints Fredrik Westin and Anthony Nellis, and Fredrik Westin, with full power of substitution, to attend the Annual Meeting of Autoliv, Inc. to be held on Thursday, May 7, 202011, 2023 at 1:2:00 p.m. local timeEastern Time both virtually via the internet at www.meetnow.global/MJH9R6D and in person at The Westin Book CadillacKingsley Hotel, Detroit, 1114 Washington Boulevard, Detroit, Michigan 4822639475 Woodward Avenue, Bloomfield Hills, MI 48304 USA and at any adjournment or postponement thereof and to vote as specified in this proxy all the shares of Autoliv, Inc. common stock which the undersigned would be entitled to vote if personally present upon all subjects that may properly come before the meeting. In their discretion, Mr. NellisWestin and Mr. WestinNellis are also authorized to vote upon such other matters as may properly come before the meeting. Management is not presently aware of any such matters to be presented for action. If any nominee should become unavailable for election prior to the meeting, the proxies will vote for the election of a substitute nominee or nominees proposed by the Board of Directors. If specific voting instructions are not given with respect to matters to be acted upon and the signed card is returned, the proxies will vote in accordance with the directors’ recommendations and at their discretion on any other matters that may properly come before the meeting to the extent permitted by applicable law and the listing requirements of the New York Stock Exchange. This will allow your proxy to address currently unforeseen matters that may arise during the meeting as well as matters incidental to the conduct of the meeting. For more information see “Voting on Matters Not in Proxy Statement” in the Proxy Statement. If you do not sign and return a proxy, submit a proxy by telephone or Internet or attend the meeting and vote by ballot, shares that you own directly cannot be voted. The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in accordance with the recommendation of the Board of Directors and FOR the election of the nominees to the Board, and FOR proposalsProposals 2 and 4 and for 1 YEAR on Proposal 3. Your vote is important! Please sign and date this card on the reverse side and return promptly in the enclosed postage-paid envelope.envelope or utilize the Vote by Phone or Vote by Net service to cast your vote. (Items to be voted appear on reverse side)
Online Go to www.envisionreports.com/ALV or scan the QR code — login details are located in the shaded bar below. Votes submitted electronically must be received by 11:59 pm, ET, on May 6, 2020 Stockholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the Autoliv, Inc. Stockholder Meeting to be Held on May 7, 2020 Under Securities and Exchange Commission rules, you are receiving thisqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. Comments — Please print your comments below. C Non-Voting Items + + Important notice thatregarding the Internet availability of proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy.Annual Meeting of Stockholders. The items to be voted on and location of the annual meeting are on the reverse side. Your votematerial is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2020 proxy statement and annual report to stockholders are available at: www.envisionreports.com/ALV Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/ALV. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 27, 2020 to facilitate timely delivery. 2NOT + 036YIC
Stockholder Meeting Notice Autoliv, Inc.The 2023 Annual Meeting of Stockholders of Autoliv, Inc. will be held on May 7, 202011, 2023 at 2:00pm ET, both virtually via the internet at www.meetnow.global/MJH9R6D and in person at The Westin Book CadillacKingsley Hotel, Detroit, 1114 Washington Boulevard, Detroit, Michigan 48226 USA, at 1:00 p.m. Eastern Time. Proposals to be voted on at39475 Woodward Avenue, Bloomfield Hills, MI 48304 USA. To access the virtual meeting, are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3: 1. Election of ten (10) directors to the Board of Directors for a term of office expiring on the date of the 2021 Annual Meeting of Stockholders: 01 - Mikael Bratt 02 - Jan Carlson 03 - Hasse Johansson 04 - Leif Johansson 05 - David E. Kepler 06 - Franz-Josef Kortüm 07 - Min Liu 08 - Xiaozhi Liu 09 - James M. Ringler 10 - Thaddeus Senko 2. Advisory Vote on Autoliv, Inc.’s 2019 Executive Compensation. 3. Ratification of Ernst & Young AB as independent registered public accounting firm of the company for the fiscal year ending December 31, 2020. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy ofhave the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the numberinformation that is printed in the shaded bar located on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/ALV. Click Cast Your Vote or Request Materials. — Phone – Call us freethis form. 2023 Annual Meeting Admission Ticket 2023 Annual Meeting of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials Autoliv, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 27, 2020. Stockholders
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